


Starfox: Sunrise Over Lylat

by Ericobard



Category: Star Fox Series
Genre: 75 Years After SF64/Lylat Wars, Gen, Ghost In The Machine, Snarky AIs are Best AIs, Starfox Adventures Happened and We Don't Talk About It, Starfox Assault Happened, Starfox Command Didn't
Language: English
Status: In-Progress
Published: 2007-09-11
Updated: 2020-03-05
Packaged: 2021-02-27 22:55:16
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 9
Words: 85,252
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22943659
Author URL: https://archiveofourown.org/users/Ericobard/pseuds/Ericobard
Summary: Seventy five years after the Lylat Wars, and everything's changed. How predictable. And if Fox's granddaughter can't get her head put on right, there won't be enough of a Lylat System left to fly in. Good luck, Starfox.
Kudos: 4





	1. A Change Of Career

**Author's Note:**

> It's strange to think, but I've been writing SF: SOL for around 12 years now. I've had bunches of other projects as well, and lord knows my more recent fascination with getting my Skies of Arcadia 'Fic "Between Three Rogues" has proven to occupy a large bulk of my time. Up until now, this story has existed solely on Fanfiction.net, but as that site has begun to be outdated and slips into senescence, I'm loathe to see it lost because I didn't believe in putting it up on multiple places. So with that in mind, and because there's FANART of this story that deserves to be seen, I am finally, after much hemming and hawing about it, putting it up here on AO3. Update progress will be sporadic, I've got 46 published chapters and 3/4ths of a million words to get thrown up here, but it will be done in time.
> 
> SOL, at its heart, is my attempt to tell a Starfox Story that's somewhat familiar and yet wholly unique. There's only so much expansion to be done on the original source material, that's why I advanced the clock 75 years and gave myself a mostly fresh start. The Lylat System you see in this story is one where Corneria became ascendant after the Aparoid Invasion of Starfox Assault and went and became the tyrant it feared Andross of becoming. This is a Lylat System weary of civil wars and insurrections, where civilization has taken hold but at a cost that's left it weakened when it can least afford to be so.
> 
> In other words, this is a war epic. And sometimes, things don't always go the way you want them to. But that's where Starfox comes in. They live to do the impossible. And I live to tell a good story.
> 
> P.S: The fanart at the top of this chapter was done by Burden074 over on Deviantart. They did a terrific job nailing the characters' looks, and their attention to detail is outstanding.

**__ **

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric ‘Erico’ Lawson

* * *

CHAPTER ONE: A CHANGE OF CAREER

Some public buildings had definitely seen better days. Considering this one was less than 50 years old, time had proven itself to be no easy mistress. More like a slavedriver. Cracks in the paint, scratch marks, partly rusted metals...and the toilet they had in here was stopped up. Nothing in it, thankfully...not like she felt the need to use it and add to the problem.

Of all the places Ter thought she would be this Friday night, a jail cell was not one of them. She could just hear her mother now...

_"Blast it, Terrany Anne...I didn't raise you to act like this!"_

No, she hadn't, Terrany Anne McCloud mused, looking at the floor. That had been her father's doing. Max McCloud, the son of the legendary Fox McCloud, who in turn was the son of revered ace pilot James McCloud. If one thing ran through the blood of the McCloud clan, it was fury.

Terrany reminded herself that she had somehow ended up with all of her generation's. That was why she was in here.

"And just what sort of defense should I offer?" She mused, leaning back against the wall and pulling her flight jacket tighter around herself. Indeed...what kind of defense did one offer when fifteen men from the local pub ended up in the infirmary over, of all things, a spilled glass of Therka?

Insanity? No, Terrany was quite sure she was in full control of her faculties. Wouldn't want that any other way. That time of the month? Please. No, there was only one excuse she could offer, and it wasn't a pleasant one. Not one she wanted to talk about at all.

Just then, a loud creaking at the end of the 'one night' jail cell hall indicated the main door to the rest of the police station was being opened up. Terrany rolled her eyes when she heard the footsteps. One pair was loud and plodding...the jailer. The other was crisp and military, perfect in every way.

Figures...he probably came by to rub it in.

Bastard.

The footsteps drew nearer and then stopped in front of her cell. Still, Terrany didn't bother to look up. She knew who was there, she didn't need visual confirmation. Her hearing was far above normal, the Academy tests had shown that, the combat sims had only confirmed it.

"You've been released." The door swung open, and Terrany walked out, finally looking up at the bright lights.

Two figures appeared…The jailer, and a twentysomething hunk of a brown furred fox. The fox shook his head sadly.

"Sis, what am I gonna do with you??"

***

She brushed a loose strand of hair out away from her eyes and looked out of the hovercar towards the Katina skyline. Anything to not look at him…Mr. Perfect. Mr. graduated with honors. Mr. commander of his squadron.

Mr. she couldn’t believe was her brother.

Carl James McCloud. “Skip” to his wingmen and closest friends. A perfect model of everything that was perfect and legendary. Firm, muscular body tone, rock hard ab muscles, above average intelligence, grace, wit, charm, and that brown fur that made a McCloud so easily identifiable.

And then there was her. Young vixen Terrany Anne McCloud, the inheritor of the title ‘black sheep’. Hotheaded temperament, blazing green eyes, and a bleached fur that in daylight looked as white as snow, but at night and in dim lighting, seemed to take on a sheen of periwinkle blue. Everything that was good and familiar and evident in her brother was startlingly missing with her. Their mother said that it made life interesting.

Terrany thought it made life close to shit.

“Terrany, why do you get into these things?” Carl sighed, looking over to her from the wheel. Ter didn’t bother to look at him.

_Maybe because I actually have the balls to beat the crap out of people who throw insults at our family name??_

“Mom’s not the least bit happy. Of course, she wasn’t that happy when you got thrown out of the Academy, either, but…”

“Oh, SHUT IT.” Ter snapped, turning away from the consoling sunrise and staring ahead at the road with those fiery eyes. “No big loss.”

“A very big loss.” Carl echoed calmly. “Your permanent record…now has that mark of dishonorable discharge. Your chance to get a job has been halved…if not worse. As far as getting a job as a pilot ANYWHERE, good luck.”

“Well, aren’t we supportive.” Terrany mumbled.

Carl rubbed at his forehead with a free hand. “God, sometimes Terrany, you make me want to…” He exhaled loudly and shook his head. “What’s worse is that you’re a McCloud…”

_AHA. There it is. I KNEW he couldn’t leave this thing out of his conversation._

“There’s a legend we have to live up to…”

“At a time like this, I think this needs saying.” She snapped back. “Seventy five years ago when our grandfather led his squadron against Andross’s Empire AND WON, I doubt that the first thought that ran through his mind was “I’ve got a reputation to uphold.” Bull. He was trying to get the job done and keep the Lylat System safe.”

She angrily drummed her fingers together. “I hate being a McCloud.”

“WHAT?!” Her brother stammered, suddenly slowing down and pulling to the side of the road. An angry four door whizzed by, horn blaring and then fading away. Terrany tried her best to remain angry, despite the fact Carl’s sudden action nearly threw her out of her seat despite the seatbelt.

As soon as he came to a complete stop, he whipped about in his seat, staring at her incredulously. “Just what…I…”

Terrany took advantage of his flustered state and stared into his eyes.

“You said it yourself. Our family heritage makes people look at us differently. They expect more, they expect the legend to be reborn in us. Well, SCREW THAT. I have my own life, and I don’t plan on living it carrying on in my grandfather’s shadow. He did some good things; fine. Leave that to him. The entire Lylat System is so damned keen on trying to make us wear his wings, Carl. Don’t tell me you haven’t felt that pressure, so intense you want to scream and just throw it all off.”

“Teri…” Carl said quietly, using his pet name for her. “They expect great things from us, yes. But they expect great things from everyone.”

“Sure.” Terrany murmured, turning about and shaking her head. “Sure they do.”

Carl sighed and continued along, finally reaching the turnoff that would take them from the highway and to the road back home.

Terrany didn’t bother to finish her thought.

_And then when you go and blow away their expectations…they throw you in jail and call you a dangerous hotdogger unfit to fly._

***

Home for the McCloud clan was not Corneria; this was important to know. The brownish tint to the sky would indicate that if one used even a shred of attention. Many years ago, this planet lay in grave danger under the threat of Andross’s reaching arms. Back then, it had been defended in an intense air battle over the main military base, a pyramid shaped structure that still stood to this day. The air defense forces, led by ace pilot Bill Grey, had been on the losing end of a continuous strike by Invader IIs and a fast approaching mothership named Saucerer that kept unleashing wave after wave. The Husky and Bulldog Units, the pride of pilots everywhere, fought bravely, but were evenly matched at best against the Invader IIs.

And then, as the reports claimed, the Starfox team streaked down out of nowhere, with Fox McCloud leading the charge. In a climactic skirmish that lasted no longer than half an hour, the combined forces of the more basic Cornerian class fighters and the highly advanced Arwing superfighters of the Starfox team lay waste to Andross’s invasion force, even destroying the Saucerer mothership before it could unleash its brilliant atomizing blast and destroy the heart of the planet’s defense forces.

Now, 75 years later, Katina was a peaceful planet, no longer just a colony and outpost, but a full sister planet to the great and historic Corneria.

And home to the final vestiges of the McCloud line.

Skip brought the vehicle to a halt in the driveway of their house, a one floor and basement ‘ranch’ style house with a two car garage and 7000 cubic meters of open space with the furniture removed. With practiced ease he shuffled the repulsorcraft into park and then removed his key from the ignition, letting out a sigh that matched his vehicle’s. “I imagine mom’s cookies have gotten cold.”

“She made cookies??” Teri asked, lifting an eyebrow. Skip nodded calmly. “We figured you’d need some cheering up.” He turned and gave her his best ‘angry brother’ glare. “Neither of us imagined I’d be pulling you out of the pokey for a barfight.”

“You would have done the same thing I did in there.” Terrany replied, climbing out of the parked repulsorcar and walking towards the house with her hands stuffed into her pockets.

Skip watched her trod on, seemingly not caring how much trouble she had caused. A part of him grew very angry at that…but he suppressed that and sighed. Teri had always been like that. Rash, impulsive, instinctive. At times, it had served her well, but other times…

Well, there was a reason that despite her incredible abilities as a pilot, it was Carl that was the Commander of his flight unit.

And the same reason she had been expelled from the Cornerian Air Force Academy.

The door creaked open unwillingly…it figured that their mother hadn’t fixed it yet in the years they had lived here. A fully capable woman, but remarkably absent-minded about repairs and housework that extended beyond cooking meals and laundry and vacuuming.

“Mom?” Terrany called out hesitantly, looking about through the dimmed living room. A light coming from the stairs leading down to the family room down in the finished basement caught her eye. “You downstairs again??”

“Yes, dear. Help yourself to the cookies in the kitchen.” The familiar, but weary voice of their mother called up.

Terrany scratched at the back of her head, just behind her right ear before sighing and walking towards the cookies. She grabbed one and eagerly took a bite; chocolate chip with macademia nuts. Her favorite, just the way mom knew how to make them. She grabbed two more for the road as she stuffed the rest of the first one in her mouth and headed downstairs to where the lights were turned on.

Julia Ray McCloud, maiden name Julia Ray Dyson, was in her forties still a knockout. The years had been gentle on her, and her silvery white hair, an unusual color for foxes, looked timid but no less filled out and lively. She wore a loose fitting white blouse and a full bodied red skirt, sitting there in the rocking chair with her legs crossed and a cup of tea in her hands, still warm. As Terrany’s footsteps grew louder, she let her focused gray eyes drift over towards the stairs before redirecting them back again. Foxes were known for good hearing, and Julia’s was no exception.

“Evening, momma.” Terrany said hesitantly.

“Good evening yourself.” Mrs. McCloud said back calmly, not looking at Terrany. She took another sip of tea before she spoke again. “We were worried about you…thought for sure you would have made it home in time for dinner. Your portion of the Ghambla soup is in the fridge, in case you were wondering.”

“I’m sorry.” Terrany replied, feeling at that moment against her mother’s calm voice like a small child. It annoyed her to no end…her mother was always so calm about these things. Why couldn’t she just get angry and explode like moms were supposed to?? Terrany never got a chance to vent around her mother. She was just too calm to let retorts or outbursts fly.

Mrs. McCloud sighed. “Terrany Anne McCloud, I thought for sure that you were finally going to succeed. And then you blew it.”

“It wasn’t my fault.” Terrany said in her defense, lifting an eyebrow. “You gotta believe me, momma!”

“It doesn’t matter what I think.” Julia McCloud said, taking another sip of tea. “You were expelled because of that incident, and there’s nothing that can be done to change that. Your brother, he was so proud of you when you got into the academy. I was proud of you. And I have a feeling your father was proud of you then as well, wherever his soul is.” She finally turned and faced Terrany. “And on top of being expelled, you get arrested for injuring fifteen men in a barfight.”

“Momma, they were insulting our family.” Terrany growled defensively. “I had a right to shut them up.”

“What did they say?” Mrs. McCloud asked in a weary voice. “That a McCloud couldn’t fly their way out of a paper bag? That McClouds were nothing but walking curses?? That a McCloud couldn’t tag a Meteo asteroid even if they had quad hyper laser cannons??”

Terrany remained silent. It had been the second one that the ringleader of the drunken bar consortium had uttered not but hours ago.

Mrs. McCloud sighed. “Terrany, your temper gets you into more trouble than it gets you out of. One day, I swear it will be the death of you. You can’t go attacking every sneering idiot that roams the sewers, there’s too many of them and only one of you.”

Deflated, Terrany reached for a reply, any reply at all. Finally, she shook her head. “They still shouldn’t say things like that, though. We’re not…we’re not…”

“I know that.” Terrany’s mother replied, smiling sadly. “After all, I married one, didn’t I?”

She turned and motioned towards the wall of cabinets and shelves in the basement room. “I changed the decorations a bit while you two were gone…I suppose I just got bored.”

Terrany numbly nodded her head, then turned to stare at her mother’s handiwork.

She found herself staring at a wall full of medals and commendations, nearly all of them from the Cornerian Air Force. The decorations, the honors, the awards, all of them pronounced loud and deeply her family name. She stared down at one award, which was given posthumously….the one she could never forget.

_For service above and beyond the call of duty, and for his noble sacrifice which saved countless hundreds from the threat of the space pirates, the defense forces of Venom award Maximillian James McCloud the order of Lylus. We shall never forget._

Teri felt her eyes beginning to blur, and quickly turned away from it. She focused instead on the photos that were there, all aged and worn to some degree or another. True, they could have just been holocube images, but her mother had a fascination with a more solid picture between her fingers.

James McCloud, the first; standing there and looking supremely confident beside his Cornerian R67 space fighter, his trademark sunglasses pushed up and nestled into his head of hair, one hand lazily stuffed away in his bomber’s jacket, and the other flipping a confident thumbs-up as he leaned on his aircraft’s fuselage. Not thin, but not stocky, he gave off a calm air of leadership that seeped from the worn photograph. All of his awards and medals surrounded his lasting image.

Then there was Fox McCloud, the legend himself, the savior of the Lylat System time and time again. His photograph was dated shortly after his triumph over Venom and the insane Doctor Andross. Where James McCloud had kept his sunglasses, Fox’s hair grew wild, and standing there with his laser pistol hanging loosely at his side, the medium dark brown haired fox seemed to emanate a rebellious cockiness. His father’s majestic visage was lessened in him, determination seemingly giving way to mirth and humor in that twinged half smile. He also looked a fair deal more scrappy than her great grandfather did, leaner, almost like a spring ready to snap up.

The last image there was her own father, Max McCloud. He seemed calmer than the other two, a soul more at peace with his existence, and his brown fur had skipped to an even lighter tint, almost tan in comparison to his father and grandfather. The noble and rustic features had by then been completely absent, replaced instead by a softer and curvier visage. He didn’t seem to be the sort to fly dangerous missions against impossible odds, even his eyes didn’t shine like James’ had. But a person’s looks had little to do with their personality, Teri reminded herself. Her father had been calm, almost always mirthful. But never once had he strayed from a mission objective because of that personality. Those that had known him, his wingmen of the Cornerian Space Defense division, had always recorded that when others panicked, when others lost it, Max never wavered once. As if there was a part of himself that ignited when he stepped inside the cockpit of the Arspace Dynamics Model K Arwing, Max McCloud had carried the fury of his forerunners in him. It only existed then, never showing up at any other time other than when it was needed. It was that fury that her father had tapped into in his final battle…

And he had died. Max had been more than a stunning pilot, he had also been a father…the only one Terrany and her brother had ever needed. There had been a gaping hole in their lives since their father had passed away ten years before.

Maybe that’s why they had both decided to join the Cornerian Academy as well…just to pick up where their father had left off.

Terrany felt her mother’s arm reach around her shoulder, pulling her close.

“This wall’s taken too many McClouds already.” She said quietly, holding her daughter near. “And even if I worry about what you’re going to do now…I’m thankful that at least one McCloud will never have to suffer their fate.”

Despite herself, Terrany hugged her mother back, old tears resurfacing.

“I’m sorry, momma…”

Julia McCloud hugged her daughter a little harder, getting Teri’s flight jacket wet.

“I love you so much.”

***

An hour later, Mrs. McCloud finally went to bed, and Teri went to the kitchen, finally listening to the rumbling in her stomach. That leftover Ghambla soup was calling for her.

Of course, in this house it was impossible to find any alone time. Her brother, calmly sitting at the kitchen table and playing a game of solitaire, was reminder of that. He looked up and smiled a bit, setting down another ace. “Finally got hungry, did you?”

“Oh, quiet.” Terrany mumbled, opening the refrigerator and pulling out the leftover soup. “Why are you still up?”

“Our family’s habit of nocturnalism doesn’t just go with the women, Teri.” Carl reminded her calmly, playing another card and grimacing at the result. “Damn, where’s that red eight…”

She dumped the soup into a saucepan and set it on the stove, setting the burner on medium heat. “Reason enough.”

There was a few moments of silence before Carl mustered another comment. “So how does it feel to be home?”

“It feels…a little weird, to be honest.” She admitted, looking over her shoulder at him. “The place seems empty.”

Carl looked around thoughtfully. “Yeah, neither one of us has been around here lately…and my three day’s leave ends tomorrow morning. So it’s only going to get lonelier. Ever since…”

His voice trailed off, and Teri’s darkening eyes responded. “You can say it, bro.” She replied quietly. “Ever since dad died.”

“Do you suppose that’s why we signed up, Ter?” Carl asked, putting his cards aside and looking at her.

She chewed on the inside of her cheek before stirring her soup. “What, we joined the Academy to get revenge for our father’s death at the hands of those space pirates? It could explain why you did it.” She suggested. “You…you joined up only a few months after high school. We’d lost dad a few weeks before. At the time, you nearly broke mom’s heart, as I recall. Eventually, she stopped arguing about it.” Teri broke out in a half smile. “Then again, maybe we McClouds really are all destined to be fliers.” Her grin faded. “No, scrap that. REALLY scrap that.”

Carl sneezed. “Yes, I joined up because I wasn’t thinking clearly. I was angry, I wanted to hurt something.”

“One of the few moments you actually showed a temper.” Teri chuckled. “I felt a little better after that…I was sort of under the auspice I had inherited all of our family’s berserker qualities.”

“Don’t remind me.” Carl groaned, rubbing his head. “I’ve tried to get past that.”

“Hey, mom always said you were too much like dad for your own good.” Teri prodded him.

“And you were too much like grandpa.” Carl chuckled back.

“So hotheadedness skipped a generation.” Teri shrugged. “So what are you up to these days, ‘Skip’?”

Carl gave her a leery side glance. “Don’t call me that. I hate being called that.”

“Doesn’t matter. Thanks to your Academy days, it’s stuck.” She said, teasing him in a semi-defensive voice. She stirred her soup again. “But…your leave’s up tomorrow, huh?”

“Aye.”

“Just what do they have you doing these days?”

“I’ve been pulled away from the regular forces…they’ve got me and my team on a special project now.” Carl said, choosing his words carefully.

“Hush-hush?”

“Oh, they’d like to keep it that way.” Carl said, a twinkle in his eye. “They’ve been doing a good job so far.”

“So this new project…is it big?”

“Big enough.” He responded easily. “It won’t completely revolutionize certain ways of doing things immediately…but early data is coming back with mixed positives.”

“Mixed positives?”

“Not everybody can handle this…advance, it seems.” He looked over at the soup forlornly, and shook his head. “I’m kind of dreading it, to be honest sis. I didn’t join up to play test pilot, but that’s what they have me doing.”

Terrany scoffed. “Oh, please. You usually flew circles around me in the simulators back in your high school days.”

“You’re three years younger than me, what do you expect??” Carl shot back, chuckling. “Lord knows I wouldn’t like to go up against you now.”

Terrany’s eyes dimmed a bit. “Yeah…well, I don’t think you ever have to worry about that now.”

“So it’s one of those challenges left to the imagination, then.” Carl exhaled. He looked at his sister. “Say, you got enough soup there for two?”

Terrany stirred the soup one last time, finally satisfied with the temperature. “Mom always did make huge portions. Sure, grab a pair of bowls and you’re in.”

Five minutes later, the two siblings wolfed down the last of the reheated Ghambla and pushed their bowls to the center of the table with satisfied sighs.

“I needed that.” Carl exhaled. Terrany shook her head.

“Whatever your secret for gulping down that many calories and not showing it is, I’d like you to teach me.”

“One of the benefits of being a guy.” Carl laughed, suffering the light punch to his shoulder she offered in response. “Honestly, though…I’m sorry that things have turned out the way they did.”

“What, that they kicked me out of the Academy and you’re still everyone’s favorite golden boy?”

“Don’t say that.” Carl muttered bitterly. “I hate that stigma almost as much as being called Skip.”

“Noted. But that doesn’t change the fact they consider you the heir to our family name.”

“Frack that.” Carl mumbled. “I’m good at what I do, sure. But…Terrany, you’re the one who dances in the sky. You’re the one who signed up because it was the only thing you were right for. All those times I beat you in the sims, you only got better and better. I won by sheer dogged pacing, but you operated on an innate wavelength I never understood. Hell, even your attitude reflects that you’re the carefree spirit. I’m too mired down in details to feel the joy of skipping across the stratosphere. And there’s been days I think that you and I have somehow gotten our lives mixed up. It should be you up there, not me.”

Terrany quietly pushed her spoon around the inside of her empty bowl. “To be honest, brother, I don’t know. And no matter what, that isn’t how things have ended up.” She looked at him for another long moment, smiling sadly. “I’m grounded and you’re still flying. And I think life’s trying to tell us something with that.”

“At least you’re calmer right now.” Carl noted.

“Time took away my cynicism and rage, I thought you would have known that by now.” She reminded him gently. She gave him one last hug, and then wandered up for bed. Carl sat at the table some more, shaking his head before getting up and putting the dirty dishes in the sink.

_Time may take it away…but it left something else, Ter. Sadness. And that’s what kills me…and kills mom as well._

***

Arspace Dynamics had come a long way since its first days, the President of the Lylatian supercorporation mused to himself. He hobbled away from the closing doors of his private elevator, nodding briefly to the young secretary who greeted him as cheerfully as she did every morning. Leaning on a walking stick for support, he managed to get inside his private office before his legs bowed out completely from under him.

Safe within the confines of the room that had been his second home for many years, the amphibian let out a relieved croak as he settled his body into the massive leather chair by his desk. He leaned his walking stick against the desk, grateful to be rid of the crutch at last. Predictably enough, he had barely yawned before the communicator switch that connected him to his secretary went off.

“Mr. Toad, I have some new documents for you to review.”

Slippy Toad, now a wizened old wart, rolled his eyes. “My dear, the day you don’t have documents for me to review is the day I can actually go on vacation.”

Briskly, the comm snapped off, and his door opened a few seconds later. The secretary, a young wolf-dog interbreed flipped back her light gray hair and peered over her rimmed glasses at him, a stack of manila envelopes held against her chest as she strolled in calmly.

“So how’s the little cub doing these days, Mrs. Cloudrunner?” The President asked calmly, pushing a button on the side of his desk and activating the furniture’s coffee dispenser.

Evelyn Cloudrunner smiled a bit as she put the stack of documents on his desk and stepped back. “Tony’s doing just fine. He got into a bit of a scrape yesterday between his bicycle and the curb, but aside from a few minor cuts and some hurt feelings, he’s doing all right.”

“Aah, youth.” Slippy chuckled. “Could you be a dear and get me some coffee?”

Evelyn smiled at the elderly gentleman and nodded. “Sure thing. Oh…” Almost as a secondary thought, she reached into the stack of documents on his desk and pulled out a distinctly different print media. “I got you today’s newspaper as well.”

“Evelyn, I don’t know what I’d do without you.” Slippy complimented her again, reached his webbed hand for the newspaper as Evelyn turned and walked over to the windowside counter of his office and started the coffee machine.

He sighed as he leaned back in his chair, unfolding the paper and reached into his desk drawer for his reading glasses. For a brief moment, as his hand touched the spectacles, he felt a slight twinge of memory flash back to him…

Peppy Hare. It had been months since he’d last thought of the old codger, long since dead and buried. Peppy may have been old and grizzled, but he also had a sagely air around him. More and more, Slippy thought, he was becoming just like the old mentor of the Starfox team. Of course, Starfox had been disbanded years ago, back when Peppy had died and Slippy, Fox, and Falco had gone their separate ways. Nobody had ever really given much thought to restoring it since then, and for that, Slippy was glad.

It wouldn’t have felt right without a McCloud leading.

Spectacles nestled gently on his nose, he scanned through the Cornerian section of the newspaper rather quickly. Boring, really. Stocks going up and down, some public interest stories, a fire in Terriklen. Nothing too important. Abetting the comics and crosswords for a moment, Slippy decided to read the Lylat general news.

It was then that his breath caught in his throat.

Something _had_ happened on Katina.

“Oh, Lord.” He muttered quietly. “Well, that isn’t good.”

Evelyn Cloudrunner walked back over to his desk and set a mug of coffee down on the coaster by his left hand. “What isn’t good?”

Slippy blinked his amphibious and somewhat blurred eyes a bit, focusing through his glasses in order to confirm his first glance.

**_Female McCloud Destroys Katina Defense Force Air Show_**

“It seems as though things aren’t as peachy as they used to be, my dear.” Slippy finally said after an elongated pause. Miss Cloudrunner peered over his shoulder, her eyes widening as she saw the article.

“Oh…yes, that.” She muttered, stepping away from him and heading back towards the door. “A darned shame, if you ask me. But you know what they say about those McClouds…”

At this, Slippy calmly set the paper down flat and folded his hands, then cleared his throat with a loud croak that distended his cheeks. “What DO they say about those ‘McClouds’, miss Cloudrunner?”

His secretary paused, then turned with a slight blush of color rising to her face as she caught her faux pas. “Erhh…nothing, much, sir. I apologize.”

Slippy didn’t offer a response, letting the silence work on her already flustered nerves.

“Didn’t you fly with Fox McCloud all those years ago?”

Slippy nodded in reply. “He was the best damn pilot that the Cornerian Air Force Academy ever put out. I was lucky enough to be his best friend, and when things heated up and the Starfox team was reformed, I went with him. I don’t believe for a moment that the McClouds are cursed.”

At that, his secretary truly did blush, the fur around her face darkening significantly. Slippy merely smiled a quiet knowing smile, knowing the forcefulness of his commentary as well as his age were both imposing on so many people these days.

“Yes, Miss Cloudrunner. I’m well aware of the stories some people cling to these days…how the McClouds are a cursed line. Ever since Fox’s father, they’ve all died of unnatural causes, and always surrounding conflict and war. That does not make them cursed, and don’t make that assumption ever again. Look at it merely as an example of how the McCloud line is filled with good-hearted people. They’ve always accomplished miracles, even at the expense of their own lives. And I don’t really appreciate young upstarts like you or anybody else, for that matter, belittling their sacrifices.”

“Understood, sir.” Miss Cloudrunner said softly, her face now burning with embarrassment and shame. “Will there be anything else?”

“No, I believe I’m all right for now.” Slippy said after a pause, his face morphing back into a complacent smile. “I’ll call if I need anything.”

His secretary offered another brief nod, then stepped outside and closed the door behind her.

Slippy Toad let out a large sigh and eased back into his seat. He was slowly creeping up on being over 90 years old now, and by some miracle, only his body had begun to renege on him. His mind had been left unaffected by the years, unlike so many others who became senile over time. Long ago, his doctors had told him that he should retire from Arspace Dynamics, leave the Cornerian engineering conglomerate to his heirs and settle into a nice quiet lifestyle.

Of course, he hadn’t agreed with his doctors then, and he certainly didn’t now. Sure, he could have left Arspace in the hands of his grandson…The true passion of engineering had somehow skipped a generation in his family, as his son was a member of the Lylatian Senate, but young Wyatt Toad had proven to be just as mechanically gifted as his grandfather, and just as obsessed with machines.

But in all his years of life, Slippy had learned to love the company that his father, Beltino Toad, had founded. And what was the old saying, he mused…You could take the animal out of engineering, but you couldn’t take the engineer out of the animal? No matter. It had eventually reached a point about fifteen years ago when he could no longer do engineering projects, culminating in him nearly fracturing his pelvis when he tried to help his grandson Wyatt build the most aerodynamically sound soap box derby racer possible. So he’d listened to his doctors in part; he’d retired from engineering and put away his wrenches and screws. But he never gave up the lifestyle, and he didn’t give up the legacy. After his retirement as head of engineering, he exerted his familial authority and became the President, with very little difficulty. Consumer faith in Arspace had soared, as had the company’s stock, upon the announcement that the famous and brilliant Slippy Toad, former wingman of the heroic Fox McCloud was taking over the family business completely. There were some days Slippy missed the smell of oil and hydraulics, and the good honest sweat of laboring hands…but anytime he did, all he had to do was visit the design labs. About five years ago, Wyatt had graduated early from high school and started College at the same time as he began working for Arspace in the engineering department, at his grandfather’s urging and his father’s vehement warnings. He’d recently completed his Master’s degree in aerospace engineering and was working on his doctorate, on top of becoming the head of the engineering department just last year.

It had been a while since Slip had thought of his former wingmen…the last time he’d left his own secluded corner of the world had been at the funeral of Maximillian McCloud, Fox’s son and heir apparent on Katina.

The memory quickly washed his smile away. He remembered that day well…

Katina, even after the slow decades of terraforming to make it resemble Corneria, had its moments of ruggedness that made it clear it was an entirely different planet. It had been one such day like that when they had buried Max…buried Fox’s only child.

Fox himself had long since died; he had gone up in a blaze of glory not too much different from the fate that Max had perished in. Falco hadn’t bothered to show up, if he was still alive. Forty years before, when Fox had died, Falco had up and left. Krystal McCloud, Fox’s wife and soulmate, had been there, though. It had been hard for the blue colored vixen to bury her son, Slippy had known that. He’d consoled her as best as he could…but even that hadn’t been enough. Krystal had almost fallen apart when Fox had perished…losing Max was the last straw. She packed her bags, climbed aboard her personal spacecraft, and left for parts of the Lylat System unknown. ROB, of course, had gone with her.

But what he remembered most about that solemn occasion was Max’s own family. Slippy had known Fox, had known Krystal and Max. But Fox’s death had hurt them all, and he’d lost ties with the surviving son. It had only been years later, at Max’s funeral, that he’d discovered that in that span of time, Max had grown up and had his own family.

And like his father and grandfather before him…died in combat and in pain.

He remembered them, standing by Krystal, he remembered the looks on their faces. Max’s wife had been a catching vixen herself, graced with the unusual trait of having silvery white hair instead of brown. She had stood stoically, trying her best to compose herself. And then there were Max’s children, and it was there that Slippy’s memory became truly focused.

There had been two of them; a boy and a girl. Slippy learned later, at the reception, that their names were Carl and Terrany. But as Max’s ceremonial coffin was interred to the earth, there was one thing that they shared.

The fury in their eyes, the tearful frustration. And Slippy had sensed their pain then, for he’d seen it before.

He’d seen it in Fox’s eyes back when they were at the Academy. And he’d known what it meant.

_I should have been there to help him._

Slippy wasn’t all that surprised to learn later, through the press, of course, that Carl McCloud had registered with the Cornerian Air Force and had begun training at the Flight Academy on Katina. What had surprised him was how easily Terrany had gotten in as well. He’d reviewed her records once, too.

She was good. Just as good of a pilot as her brother, in both simulation and real flight. But there was one particular area that Terrany had always been weaker in.

Terrany Anne McCloud was, in the words of her instructors and wingmates, a loose cannon. She had had the highest enemy kill counts of her class…and also, the lowest ranking in team flight and formation. Fox had been like that too, once. Brash, hotheaded, prone to doing things his way or no way at all. He got results, but he’d always made waves.

Terrany, it seemed, had received her grandfather’s flaw and multiplied it.

Quietly, he picked up the newspaper and began to read.

_Yesterday, at 1:47 P.M. Katina Standard Time, spectators to the Katina Air Defense Force Air Show witnessed a spectacle that nobody was prepared for. During a complex synchronized flight stunt, Terrany McCloud, senior at the Katina Flight Academy and descendant of the famous Fox McCloud, caused a near mid-air collision that resulted in the crash landing of her Dynamo Class high performance atmospheric fighter into the supports of the control tower at Husky Field, causing the entire base to shut down all operations. No injuries were reported, and all inbound aircraft were safely diverted to other flight bases by the quick actions of a circling radar control Freskin class jet. The Air Show was immediately cancelled._

_Husky Field spokesman Devon Kraumire later announced that they would not press charges, provided that the Flight Academy dealt with the guilty party in a proper manner. “The Air Show is one of our defining traditions,” Kraumire said at his press conference, “And we will continue to run it. However, we cannot ignore the irresponsibility of the Academy for allowing such an inexperienced, albeit famous, pilot, to participate in this event. It is our hope that in the future, the Academy will use better judgement in selecting their performers for this event.”_

_Representatives from the Katina Air Academy responded quickly. “We are investigating the matter thoroughly,” was the statement from Lt. J.G. Miles Wentworth. “Husky Field has our assurances that this irresponsible sort of flying will not happen again. As for Pilot Terrany McCloud, she has been dismissed from service as of today, and will not be allowed to graduate with her classmates. The Academy offers its humblest apologies to any Air Show goers, and to the Husky Field authorities. It is our hope that we can maintain our good relations in the future.”_

_Terrany McCloud was unavailable for comment._

The article went on for a few more paragraphs…and then there was the photograph of Terrany’s plane, burying itself into the supporting pylons of the control tower before exploding almost instantly and collapsing the structure. Its sole occupant had seen the plane coming and jumped out, Slippy read, saving his life.

There was a tiny and somewhat blurred shot of Terrany as well, her expression one of disbelief and doubt as she stared at the burning wreckage of her aircraft buried in the skeletal framework of the control tower. She hardly looked like the bitter and vengeful spirit that had stood by her father’s grave only a few short years before, and more like a distraught cub.

Frankly, Slippy thought as he put the paper down, they had set her up for the roast. More than likely, from what little he knew of her personality, she had pulled something rash and caused it.

But leave it to the media to jump on the story and her misfortunes like wolves to the lamb.

Disgusted, he pushed the paper off of his desk and into the recycling bin he kept beside his desk. With a light thump, it fell limply into the receptacle, and Slippy turned away from it.

Slippy felt incredibly old and tired just then. He reclined back in his chair, feeling the aches of all his years suddenly weighing down on his aged frame once again. Quietly, he rocked back and forth and looked up at the ceiling of his office, remembering a time so long ago when he and the rest of the Starfox team gallivanted about.

He would be lying to himself if he hadn’t silently admitted that he longed for those days again.

***

_Katina; the McCloud household_

Julia McCloud came down the stairs with her blue satin robe tied about her loosely. The vixen yawned, her snout’s rows of teeth glimmering in the dim light for a moment before she closed her jaw and recognized the child sitting at the kitchen table.

Terrany looked up and raised her coffee cup politely. “Morning, mom.”

“Morning yourself.” Mrs. McCloud answered, walking over to the coffeepot and pouring herself a cup. “Did you sleep well?”

“Well enough.” Terrany said tonelessly. “Skip already took off, though. He told me to say his goodbyes for him.”

Mrs. McCloud took a sip of her daughter’s brewing before nodding her pale white snout in approval. “Well, I hope he had some of your coffee before he took off.”

“Yeah, coffee.” Terrany said, rolling her eyes. “The one thing I can make without burning it.”

Her mother sat down and glanced about with a frown. “Where’s the morning paper?”

Terrany stared down into her coffee cup. “I already picked it up. Tossed it, too. There was nothing worth reading.” There was a glimmer of hostility in her tone at that, and the mother looked over to the wastebasket, noticing the partially crumpled paper poking up from it.

Her sharp eyes picked out the **Female McCloud Destroys…** portion of the main headline, and she closed her eyes. “I see.” Terrany’s mother finally commented. “Well, there’s always slow news days.”

“I wish Carl could have stayed longer.” Terrany said quietly, taking another sip of her drink. “I’d forgotten how much fun it is to talk to him.”

“Well, your brother’s a busy man these days. Doing what, God only knows, but the Air Force keeps him cooped up most of the time.” Mrs. McCloud observed, spinning her cup on the table. “I consider myself lucky when I see him for more than a day.”

Terrany chuckled. “Well, we’ll never be able to say he isn’t dedicated to his work.”

“Speaking of work…” Mrs. McCloud began hesitantly, “…Have you thought about what you’re going to do now?”

“Now?” Teri asked, raising her eyes to the ceiling with reluctance. “Now that my career in the Cornerian Air Force is over? Now that I’ve been kicked out of the academy for reckless flying during an air show? Now that the only thing which has been my focus for…Well, since dad died…is gone?” Her mother nodded in the affirmative and Terrany finally shrugged. “I really don’t know.”

“Well, old Mr. Hodges is going to be planting his crops soon…And he’ll be needing some help with the aerial fertilization.”

Terrany frowned. “Crop dropping? Mom, I haven’t done that in…”

“I know.” Mrs. McCloud replied softly. “But you can’t escape flying, you know. It’s in your blood. You could try a dozen other careers, and you’d always go back to flying. Even if you can’t pilot an Arwing space fighter like your father and brother, you’ll always want to fly. And you used to love flying for Mr. Hodges.”

“It’s not just that.” Teri protested, looking more crestfallen than ever. “They…they’ve marked my permanent record. I can’t fly military craft for the rest of my life, and I don’t think anybody’d let me behind the stick of any other aircraft, even if I wanted to.

Mrs. McCloud’s face became a mask of disappointment. “Oh…well, that changes things.” She thought for a moment, then offered a feeble suggestion. “Well…You could at least go see him. Even if you can’t fly, there has to be something you can do for him.”

Terrany examined the lukewarm cup of coffee in her hands, and blinked once before drinking the rest.

“Yeah.” She said, with no feeling at all. “Something.”

***

_Somewhere Beyond the Rim of Lylat_

His radio chirped in, its crackle as familiar and traditional as it had been two hundred years ago. _“Commander, this is Alpha Flight. Checking signal strength, over.”_

Carl McCloud smiled. “Reading you four by four.”

_“Roger that. Can you confirm checklist completion?”_

His eyes glanced from the oblique tinted canopy of his experimental craft to the monitor that displayed systems diagnostics and other messages. It was finishing its preflight checks as he sat there with the fusion reactor on idle, and by the look of it…

The last item went green. “Confirmed. All systems are go.”

_“All right, Commander. You know your mission. Remember, avoid Merging. We’ll be testing that system later.”_

Carl tightened the harness over his flight suit one last time and gripped the control mechanisms with newfound strength. “Roger that. We’ll see you outside Venom’s gravity well in a couple of hours. It’s time to stretch this fury’s legs a bit.”

The comm line went silent, and Carl was left in the darkness of empty space, with only the starlight to change the scenery.

A new voice chirped in, and he jumped before relaxing, reminding himself that it was nothing out of the ordinary. **“Going for a spin? And I wasn’t invited?”**

“With you, Odai, you’re always invited.” Carl chastised his invisible RIO. “What’s on the radar?”

**“Squat, Skip. Now put the thrusters on something other than idle, and let’s haul out of here. You know how much I hate just sitting around.”**

“Of course, of course.” Carl McCloud exhaled, pushing the engines to a higher setting. The twin-plasma exhaust thrusters went to work, and the G-Diffuser offered only a marginal hum as they slipped farther around the void.

Silence not being one of Odai’s virtues, the invisible entity soon spoke through Skip’s comm line. **“So what are we doing today, Chief? Target practice?”**

“Oh, you’d like that too much.” The elder McCloud laughed, watching the highlighted spatial debris through the green half-visor that covered his right eye. “No, this trip the hyper laser is staying safely offline. This is a speed test only.”

The voice laughed. **“Yeah, if you want your atoms scattered halfway to Macbeth. Say what you want…but I’m keeping them online. You never know when you’ll need to blast something.”**

Carl rolled his eyes and pushed the thrusters faster. “No chance I can convince you to reverse that decision?”

**“About as much chance as we have of breaking the temporal barrier, but we’ll give it a try. How much are we pushing the engines this time?”**

“Standard thrusters only, Odai.”

**“Aww, you’re breaking my heart. Standard thrust only? Are we using the FTL drive, at least?”**

“Once we finish our trial run.” Skip replied to his comrade. “Watch the heat levels, Odai. The millisecond you think they’re going to blow, shut them off. Don’t wait for my signal.”

**“I don’t know if the G-Diffuser can compensate for that kind of shock, Skip…”**

The McCloud only grinned wider and pushed the throttle as far open as it could go. “That’s what we’re going to find out.”

The spacecraft pulled three downward spinning barrel rolls while the plasma jets screamed to maximum, and shot off as a blink of blue and white, vanishing into the empty maw of space.

A few seconds later, the observation probe that had been keeping sight of the McCloud and his sterling-winged craft shook from the vibrations of the void shockwave.

The energy burst disrupted its communications for a full three seconds.


	2. Last Chances

**Summary for the Chapter:**

> In which a strange raccoon drives out into the Katina wilderness and offers Terrany Anne McCloud a shot at dancing in the skies again...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER TWO: LAST CHANCES

_Katina_

_Two Weeks Later_

The fields of various produce and grains stretched as far as the eye could see in the western hemisphere’s farm belt; Only the occasional city and town marred what was from the view of a bird, perfect squares of green and gold leading on to the mountainous and arid horizon.

_This is my home_ , Terrany thought to herself. The roar of the outdated two-stroke diesel prop provided a dull drone that masked most of her darker thoughts. Up in the open cockpit, with the wind flying past her face, she only felt a dull ebbing pain. At least here, it was bearable.

Crop dusting might have seemed a strange practice for their advanced civilization, but Gull Hodges, a stork by race, was an eccentric fellow who had never seen the point in buying a lumbering ground-based machine to do the job when his old monoplane worked just as well. It broke down frequently, used parts that had long since gone out of production, and had more miles on it than most people kept on their hovercars, but the old farmer had never been able to part with it.

When the McClouds had moved in, Terrany’s father had done the crop dusting for him out of courtesy. Later on, after her brother had graduated from junior flight school, he’d continued the tradition. And when her brother, finally enraged to the point of action by their father’s demise, took up the call to join the Academy, Terrany had filled his shoes.

So here she was again.

The tanks were loaded with Naproxylene, a non-toxic growth enhancer formulated especially for the summer wheat over Hodges’ southern fields. She thinned the fuel ratio down and pulled back on the throttle, letting the aircraft descend down to thirty feet above the ground. The altimeter, as much of a relic as the rest of the hulk, spun the dial about until it settled uneasily on the required altitude.

The engine sputtered a bit, and Terrany reached for the long wrench which Gull always kept in the pilot seat. Gripping it tight, she brought the long iron extension up into the air and slammed it hard onto the maroon-painted fuselage directly in front of her. Underneath the metal plating, the combustion engine sputtered a bit more, and then slowly eased back to regular running.

Terrany cracked a smile and slipped the long handled wrench back beside her. _When all else fails, hit the damn thing._

With the monoplane restored to temporary working order, Terrany flipped the old electrical switch that controlled the bomb bay doors and lined up the plane with the wheat fields.

“Just like the Academy.” She mumbled to herself. In many ways, this was like the practice bombing runs she used to do in their _Argus_ \- class fighter bombers. Of course, there wasn’t antiaircraft fire, missiles, or uneven terrain to contend with over a wheat field. The basic principle remained the same; begin to drop the payload before you reached the target, because your forward velocity would carry it the distance. When bombing runways, for instance, starting the bomb drop at the beginning of the strip meant that a portion of it would survive.

Or, in the case of this wheat field…

Terrany’s hand remained steady on the stick, and she eyeballed the remaining distance between her and the beginning of the wheat field. Bomb runs had never been her forte, but at her speed of barely seventy miles an hour, a first-year cadet would be stupid to miss the target. This was, as the idea went, a walk in the park. Her thumb settled on the trigger set in the control stick, and when the moment came, she clicked it down. Her other hand reached for the throttle, upping her speed and setting the engine into a faster roar.

Underneath her plane, a cloud of chemical dust flopped out and drifted on the slight breeze. Her aim had been true; it came to rest exactly where it was needed, with only ten feet of spread on either side of the target.

The now empty monoplane turned back up into the air at full power, and Terrany couldn’t resist putting it into a roll before leveling off at sixty-five feet. She let out a whoop, and just as soon as the joy came, it left her like oxygen in deep space.

The pale-furred vixen leaned back in the cockpit and took in a long sigh.

_It’ll never be the same._

She heard the thought a second time, and it made her heart ache.

The engine began to rumble again, and Terrany reached for the wrench. She hit the nose of the plane harder than she likely had to, even leaving a ding in it…but somehow, she didn’t care.

As she turned for the airstrip and miniature hangar of Hodges’ land, Terrany omitted something she never would have missed, had she been in her right mind.

A black hover-sedan was turning off of the gravel county road…onto the dirt roads of the farm.

***

Terrany was halfway through the maintenance of the old propeller driven duster plane by the time she realized she wasn’t alone in the hangar. Whoever was there wasn’t trying to be menacing, thankfully. That would have made her hair stand on end, by her sixth sense alone.

A ring-tailed raccoon in his late thirties, dressed in a light brown coat and driver’s sunglasses stood in the wide doorway of the hangar. He smiled and uncrossed his arms. “Afternoon.” By the look of him, and the short trim of his headfur, he was either military…or military wannabe.

She gave him a once-over, staring at his casual dress and the oafish way he seemed to shuffle onto both feet. _Military wannabe_ , she decided. He was too young to be retired, and there were certain motions that he would have kept; a cadence to his step, a crispness in his swing, a sharpness in his eye. Since none of that was there, and the other facts didn’t match up, wannabe he was labeled.

“It’s a long way from the city, stranger.” Terrany answered, rubbing her grimy hands on an oilcloth. “Are you just out for a weekend drive, or was there something you wanted?”

The raccoon’s black-ringed eyes twinkled a bit, and he motioned towards her with a paw. “Could I come in?”

“Haven’t you already?” Terrany mumbled, closing the hatch to the engine compartment.

He laughed quietly and shrugged his shoulders, walking in beside her. “Well, I suppose I have. I saw your plane while I was out cruising: I have to say, I’m impressed that something this old is still flying. What is it, a Cloudthrower?”

“Actually, it’s an Avius Model 22 monoplane.”

“Yours?”

“No, I just fly the thing…and try to keep it from falling apart into scrap the rest of the time.” She tossed the now dirty oilcloth away and nodded to him. “This belongs to the farmer who owns the land around here, Gull Hodges.”

The raccoon nodded, staring around the old retrofitted barn. “It’s a nice place…but not the kind of place I’d ever imagine you being in.”

Whatever friendliness Terrany had been building to the male faded away in a blink, and she retreated a few steps away. Training kicked in, and her body tensed in preparation for a fight. “Who are you?”

“Milo Granger.” The furry interloper announced, holding out his hand. When it became clear she had no intention of shaking it, he pulled it back with a nervous cough. “Heh…Well, then. You’re Terrany Anne McCloud, correct?”

“So you watch the news. Good for you.”

Milo reached a hand up and scratched at his pointed ears. “Before you take my head off, I’ve come to make you an offer.”

“Whatever you’re selling, I don’t want it.”

“Really?”

“Really.” The youngest McCloud spat out, turning for the monoplane’s cockpit…and the long heavy wrench inside. “I just want to be left alone.”

“If that was the case, then you wouldn’t still dream of flying.”

Terrany whirled about, furious. “Just who the HELL do you think you are, coming in like this?!”

“Well, I could be your benefactor, if you’d let me.” Milo said, remaining calm through the worst of her rage. “I watched you dust that field. You were enjoying it, and you were pulling maneuvers reminiscent of your Academy days. Miss McCloud, you belong in the air, and you know it.”

Terrany leaned up against the tail of the plane and folded her arms. “And you’re the sort of person who could get me back up in the air again, is that it?”

“I work for something which could.” Milo’s tail swished behind him. “I work for something called Project _Seraphim_. No, you haven’t heard of it, and no, you won’t find it. But we are connected to the Air Force, just in a more specialized capacity.”

“Need to know basis. Black operations. That sort of thing.” Terrany mumbled tonelessly. “Not interested.”

“Not even if you get your wings back?”

“Why me?” Terrany countered, not buying the line for a minute. “There are hundreds of eager and loyal cadets who would line up to work for you. I don’t understand what you want in a washout like me, but whatever it is, I don’t care.”

Milo tucked his hands into the pockets of his jacket. “Maybe because I believe in second chances. In your case, last chances. Maybe I think you’ve got something some pilots go their whole life trying to find. Or maybe I’m just some sick nut who gets his jollies off of rescuing damsels in distress. Pick whatever reason floats your boat.”

Terrany continued to glower at him, and the raccoon reached inside his jacket. “If you decide to change your mind…I’ll be waiting for you tonight.” Milo pulled out a sealed manila envelope and tossed it on the dusty floor of the hangar between them. “Get back in the air, or dust crops the rest of your life.”

His cheerfulness, real or feigned, didn’t leave his eyes. “Your call, Wild Fox.”

Terrany’s blood turned to molasses in her veins, and the sounds of the world went dull and muddy. Milo bowed respectfully, then turned and walked out the way he came.

Through the roar in her ears, she heard a vehicle start up and whine as it hovered off away. She only paid attention to it because he was riding in it.

Milo Granger, he said his name was. Project Seraphim. And he knew her.

Knew enough about her to recall the call sign her father had given her, so many long years ago. It had been a little joke between her father, her, and her brother. Carl had been “Brown Fox”, and Terrany had been “Wild Fox.”

That nickname hadn’t been uttered since his funeral, until today.

Eventually, feeling came back to her legs and she forced herself to walk over to the manila envelope.

Inside was a map of her region of Katina: A position was marked precisely in the middle of the Pheran Desert to the west, three hundred miles away. A note was attached to it.

_No sense wandering the wasteland when you know where you need to be. –Milo_

She sat down on the floor of the hangar, legs underneath her, and turned her head to stare at the old Avius monoplane.

“Wild Fox.” She mumbled, letting her vision become clouded with the deep red paint on the aircraft.

***

A half mile away, Milo reclined the passenger seat of the black hover-sedan back and relaxed. “I don’t get why we have to drag around in this conspicuous clunker. A sports model would be so much better.”

“It was what they had at the rental center. Just be thankful we didn’t have to get a gremlin.” The driver, an attractive orange striped feline retorted. She kept her eyes on the road, far more serious than Milo appeared to be. “So how did she take it?”

“Like I expected her to.” Milo chuckled. “She threatened me, acted defensive, and shot me down before I could even give her the proposal. Skip described her perfectly.”

The tigress pursed her lips. “Did you tell her about him?”

Milo blinked his ringed eyes once, then stared up to the ceiling of the vehicle. “Nope. Didn’t see the point.”

“Don’t you think she might like to know that her brother is…”

“And where would be the good in that?” Milo interrupted, as calm as a frozen lake. “If she’s going to join up, she has to do it for herself. I’m not about to give her justification to come back later and say she came against her will.”

His counterpart repressed a shiver. “For someone so cheerful, you’re awfully cynical inside.”

“Oh, I wouldn’t call it cynical.” Milo chuckled, folding his paws behind his head. “Calculating, maybe. Any word from Rourke or the General?”

“No word from Rourke; he’s still on assignment as far as I know.”

“And the General?”

To this, she hesitated. “The sensors are getting the same readings from deep space that we picked up when Carl…” Her voice trailed off, and she shook her head. “The techs said a couple of weeks, give or take.”

For a change, Milo didn’t smile.

***

_Arspace Dynamics_

_Corneria_ _City_ _, Corneria_

His phone was ringing. Ordinarily, the elder Slippy Toad would find every excuse to not pick it up, including miraculous sudden loss of hearing, midday narcolepsy, and his prostate.

This time, the son of the company’s founder deemed it worth his time to pick it up. A push of a button set it on speakerphone, and Slippy leaned back in his chair and smiled.

“Wyatt, my boy. How are you?”

“Just fine and dandy, gramps!” His grandson croaked. “I’m assuming you haven’t burned headquarters down yet?”

“No, haven’t had the opportunity to, now that you’re gone.” Slippy mused. “Are we on a secure line?”

“As always.”

“Good. How’s Project _Seraphim_ coming?”

“Ugh.” Slippy could almost hear the grimace in Wyatt’s expression. “Kind of a mixed bag.”

Slippy folded his webbed hands over his stomach and began to rock in his seat. He’d assigned Wyatt to the Seraphim team as a systems analyst and engineer, and the boy had made substantial progress, going so far as becoming the team leader on his crew. Seraphim may have been Slippy’s brainchild, but Wyatt had taken the idea and put it all together. And like any good mechanic, he’d found plenty of room for adjustment between the vision and the reality of it.

“What’s going on? A problem with the G-Diffuser? Are you going to need some more parts?”

“It’s not mechanical.”

Slippy blinked. “The AI?”

“The AI isn’t working. Not like we’d like it to.” Wyatt bemoaned. “The prototype just wasn’t responsive at all. We managed to create a slightly dumbed-down system called ODAI, and that one seems to be functional…but it’ll never come close to the kind of performance that we expected out of KIT.”

“Nonsense.” Slippy chuffed. “You have Fox’s grandson in the program, don’t you? He’ll crack that nut eventually.”

Silence followed, and at last the old wart realized that something was indeed horribly wrong. And it wasn’t just the AI either.

“What aren’t you telling me?”

“We…We lost Skip.”

It wouldn’t have hurt Slippy any more if Wyatt had punched him in the gut. “…What? How?!”

“He was putting the X-1 through its speed trials. He got attacked. We don’t know who. That was two weeks ago, and not even our searches turned up anything. KIT might have worked for him, if we’d ever gotten around to that portion of the trials…But he’s gone now.”

Slippy closed both sets of eyelids, and let the darkness overtake him. “Why didn’t you tell me sooner?”

“I could tell you that I’ve been so busy I didn’t have the chance to, but that’s not the truth. I just wasn’t sure how you’d take it…knowing what happened to Skip’s granddad and dad.”

“How thoughtful.” Slippy exhaled. “I wish that his mother could get the same courtesy.”

“Even if the project is having to move forward without him, Command isn’t giving up. I think General Grey would hold out until Creation’s End if it meant he could still hope.”

Slippy put his feet up on his desk, a position he took when he let his mind run at engineer speed. “All right. Ballpark it for me then, Wyatt. Not using KIT, and being stuck with these ODAIs, how much of a hit in combat performance are we talking?”

“…Close to thirty, thirty five percent. I don’t like the numbers, and neither do the rest of the program heads. The simple fact is that it takes a special kind of pilot to run this thing. It takes an even more unique individual to pull off the Merge. Finding both is hard. But I hear that we might be getting someone else to take Skip’s spot.”

“He graduated at the top of his class. There isn’t a soul who can outfly him.”

“Actually, grandpa, that’s not entirely true…” Wyatt weedled. “She just never graduated.”

Slippy, his mind fresh from the news of two weeks before, slumped in his chair a bit more. “Terrany.”

***

_The McCloud Residence_

_Katina_

Her mother wasn’t home, and she was grateful for that. What she was thinking of, her mother had no chance of helping her understand. It remained something between her, and the wall of her bygone forefathers, to face.

James McCloud. Fox McCloud. Max McCloud.

“Why did you do it?” She murmured, tumbling the mostly empty glass of Zonessan rum in her hand. “What made you join? What made you want to fly?”

Her father, she knew. In a time when Starfox was waning, and everybody had settled into more sedentary callings, the warrior spirit lived on. Maximillian McCloud had taken up the code because it suited him, and it meant he could serve and assist.

But as for her grandfather and great-grandfather…

“Could you just not get away from it?” She went on, turning her eyes towards the image of Fox McCloud, standing proudly in front of his Arwing.

Terrany had a suspicion that, like her and her brother, her grandfather had joined the Cornerian Defense Academy out of grief. Out of a need for vengeance. Even though he eventually quit the force to strike out with the second (Though most saw it as the first, forgetting his father had founded the idea) Starfox team, there was some comfort in believing they shared a beginning.

But then, her father and her great-grandfather had joined for nobler causes. Did that make the actions of Fox McCloud, and herself and her brother, any less valid?

James, Fox, and Max McCloud. They had all died, all three of them, as heroes. But why…what made them willing to join in the first place?

Why did the McClouds fly in the first place?

“This is crazy.” Terrany mumbled. She was talking to trinkets, relics. They could not tell her what she wanted to know. The only answer they could give, even with the alcohol in her system, was silence. Stubbornly, that did not stop her from asking.

“There has to be something.” She rationalized. “There is a reason why McClouds fly.” Beyond military necessity or obligations, beyond pride, beyond hurt feelings, there had to be something.

She took in a deep breath. “I lost everything. I was expelled from the Academy. The only thing I can still fly is an airplane nearly 100 years old, and that’s only because the farmer who owns it feels sorry for me. And I’m miserable.”

She set her glass aside. “But…this guy showed up out of the blue today. Said he’s working on a top secret project, and that if I went with him, he could get me back in the air. I don’t know if I trust him, though.”

Terrany stared at the image of her father for a long while. “What do I do? Should I tell him to shove off, or take him up on it?”

The holographic projection said nothing.

Terrany closed her eyes. “Maybe the McClouds are cursed. Every last one of us that got in the cockpit died. Maybe what happened to me was for the best. At least this way, I’ll be safe from the curse…”

She turned away. “…Even though I won’t be happy.”

It was only then that Terrany Anne McCloud felt something other than loneliness in the empty house. Whether it was inspiration, or something more mystical, or just a shift in the house air conditioning, she shuddered and felt a pull behind her.

She whirled back on the wall of her forebears and looked to each and every picture. Every McCloud that had come before her, every last one was smiling.

_They…Were happy._

At last, Terrany understood it, what drove her and every vulpine before her.

Even though it was dangerous, even though they all died, they lived doing what they loved. Flying. They had been happy. Her brother, wherever he was, was surely happy.

“And this is my chance…” Terrany uttered, looking back to her grandfather. “My chance to be happy.”

Knowing that, the risks, her family legacy, her past, all faded. She was a McCloud, and McClouds belonged in the skies.

She opened and closed her mouth a few times, trying to produce some words of thanks. Finally, she just stopped trying and smiled. There was nothing she could say to them. They were just pictures, after all.

A half hour later, her travel bag packed with two changes of clothing, some basic toiletries, and her old flight jacket on her back, Terrany went to her hovercycle and powered it up.

She’d left a note for her mother to find, which said roughly that she was going away for a while for a new opportunity. Obscure, but accurate.

The engines heated up and she shot off towards the west.

It was time to be happy again.

***

_The Pheran Desert, Western Hemisphere_

_Katina_

_Nightfall_

In the fading light of day, a single cloud of dust traveled across the salt flats. It rallied towards the center of what had once been a shallow sea, millions of years before.

At the heart of it, an ursine took a long draw from his canteen of water, looked towards the oncoming dustcloud, and then looked back to the raccoon lounging about the landed transport cruiser.

“Friend of yours?” The black bear couldn’t resist prodding. Sitting underneath a tent set up earlier in the day, Milo set his cookbook down and looked towards the horizon with a calm expression.

The ring-tailed raccoon finally smiled and opened his book back up, turning to the sauce recipes. “Heh…I guess she went for it after all. Ulie, get Dana on the comm system and let her know our prospective recruit’s here.”

“Shouldn’t you do it? You’re her wingman. I just fix the damn things.” When Milo said nothing, the bear sighed and scratched his pointed snout. “All right, fine. I’ll do it.”

She was close enough now that Milo began to hear the roar of her hovercycle’s engine. He gave himself a few more seconds to finish scanning the recipe on reduced fat hollandaise sauce, then tossed the book aside and walked out into the open.

It was unmistakably her underneath the opaque helmet; he recognized the tan khaki flight jacket as the Academy standard on Katina. “Heh. Even though they kicked you out, you still wear their colors?” He shrugged; it was functional, at least. She’d probably reached for the thing she was most comfortable with.

The hovercycle turned to a stop in front of him, and Terrany pulled off her helmet. Fiery emerald eyes stared at Milo, daring him to make some snarky remark.

Instead, he simply nodded, and found a compliment. “I’m glad you came.”

Terrany leapt from her bike, and stood in front of him. She was as tall as he was, Milo realized; average height for a male, but a little tall for a girl.

“You said I could fly again. The way I figured it…Nobody else had an offer like that.”

Milo nodded. “In any case, we’re here now.” He turned himself partially towards the transport craft and motioned with his head. “That’s our ride to home. I’ll be getting on it in an hour. Whether or not you get on it…Well, that depends on how you do.”

Terrany’s white fur seemed to bristle a pale blue in the dwindling daylight. “Do? You had some sort of test planned?”

Milo flashed another of his trademark smiles. “Naturally.” He reached into his pocket and fished out a communicator. “Dana, are we ready?”

The line was clear as a bell, with no crackles heard. “I just finished the final checkups. She’s using yours, though. Nobody touches my baby but me.”

Milo let out a sigh. “Oh well. If that’s how it has to be. Ulie, you in there?”

The communicator chirped again. “As usual, boss.”

“Open up the launch doors. We’re taking them out for a spin.” He slipped the communicator away and set his hands in his pockets.

Terrany was skeptical. “Launch doors? That transport is just another _Rondo_ class. It isn’t big enough for a launch bay.”

Milo laughed, turning about to look at the carrier fully. “Think so, eh? Pay attention, then. This is my favorite part.”

The back of the transport cruiser had a single large port, with two doors that angled outwards to meet a foot and a half away from the rest of the aircraft’s frame. Its hydraulics began to whir, and the doors moved apart until both were perpendicular with each other and the ground.

Terrany raised an eyebrow. The Rondo class transport’s doors didn’t work like that. The bottom one should have descended to become a ramp, and the top one should have been pointing up towards the sky. Her incredulity became justified when the doors were drawn back into the aircraft, and a second assembly pushed itself out of the now completely open hole.

A pair of aircraft were held belly to belly in the extending gantry. In the fading sunlight, Terrany could still make them out perfectly.

Each stood close to fifty feet long, and twenty feet high. Its wings were angled back away from the hull, and folded in to inactive mode. The wings seemed thicker than she could recall seeing on the Model K that was typically flown, but they kept the streamlined design nonetheless. It had a blue tinted canopy, and most noticeably, a pair of polyhedral pods that connected the wings of the aircraft to the body. G-Diffuser pods.

What sold it home, though, was the paint job. Cornerian white with silver highlights, and the G-Diffuser pods were painted a deep blue. The pods were currently in lockdown, though if Terrany’s suspicions were right, they could be opened to provide an additional four Diffusion Thrusters to the main two in the rear. Any fool would recognize an Arwing when they saw one.

Milo tapped her on her shoulder, and Terrany remembered to close her mouth. “Project Seraphim is an experimental design and development program funded and run by the Cornerian Air Force, and supported by government subcontractors at Arspace Dynamics. We’re off the books and off record. This is the newest generation of the Arspace Arwing. It maintains its role as an atmospheric superiority and space combat aircraft.”

“It looks like the Model K.”

“We’ve come a long ways from the Model 1 that your grandfather used to fight Andross seventy-five years ago. And this thing goes beyond the Model K as well.” Milo chuckled and led her towards them. The gantry was still whirring away, rotating the end of the assembly until both Arwings were pointed up at a ninety degree angle. A trio of landing feet dropped from the end of the assembly’s back section and clamped down on the ground, stabilizing it.

As they came closer, Terrany saw that one of the Arwings already had a pilot inside, though it was hard to make out any finer details in the dying light. “So what makes this thing different?”

“For one, this thing comes standard with a pair of Hyper Lasers in the nose, as opposed to the single that the Model K carries. It also carries a self-sustaining fusion reactor instead of the standard fission core, which makes it slightly bigger than your average model, but makes it suited for extended tours.” The raccoon clucked his tongue. “That’s just scratching the surface, but it’ll do for now. Officially, this thing is the Arwing X-1: X for Experimental. Unofficially, it goes by a more appropriate name. We call it the Seraph Arwing.”

Terrany swallowed a bit to calm her excited nerves, and looked up to the unoccupied one. “So what’s this test going to be like?”

_“Simple enough, kid.”_ A female voice from the second Seraph announced. _“We go up and have at it. If you can hold your own, you’re on the team. If not, we leave you here to dust crops the rest of your life.”_

“Hell of a choice.” Terrany grumbled. “So who’s the piece of work I’ll be blasting to scrap? Dana, wasn’t it?”

Milo coughed nervously. “Dana Tiger’s one of the other pilots on our development team. She’s logged in more hours flying the Seraph than any of us, but that was her job to begin with, as our only professional test pilot.”

“Huh.” Terrany strolled over beside the first aircraft. “So who else do you have on board your team of pilots?”

“Just one other person, but he’s gone on assignment.” Milo said evasively. “You’ll be flying in my ‘Wing, so just be careful not to get too many dings in it.”

Terrany began to tighten down the straps of her flight jacket. “I wasn’t planning to. Anything else I need to worry about, Mr. Granger?”

“Call me Milo.” The raccoon insisted. “You’re not my insurance agent. And yeah, there’s probably a few other things. That’s another reason why we brought along another person. Ulie!!”

Right on cue, the thick-waisted ursine poked his snout out of the transport’s rear entrance. “Yeah?” He wiped his hands onto a towel and flung it over his shoulder, heading for them.

“Ulie, I’d like you to meet Terrany Anne McCloud. Terrany, this is Ulie Darkpaw, one of our technicians and resident knowitalls.”

The mechanic wore a work jacket similar to the kind worn by the crews in the Air Force, and held himself like an experienced technician. Ulie smiled and nodded to Terrany. “They only think we know everything because if we didn’t give that illusion, they wouldn’t like us as much. So what’s Milo told you about this bird?”

“Twin Hyper Lasers, a fusion reactor for extended deployment, and a bizarre project nickname.”

Ulie laughed and led her to the side of Milo’s Arwing. “In case you were wondering, I had nothing to do with the name. We have a few worshippers of the Creator in our team who decided to cobble together the moniker. Although, I’ll give them credit for providing a name which describes this thing’s abilities.” He pulled a remote out of his pocket and clicked a button, and the extended launch gantry dropped a set of collapsible steps that led up to the vertical cockpit.

Milo cupped his hands over his mouth. “Get her ready for launch quick, Ulie! Dana’s already begun her countdown.

The ursine snarled a malediction and shook his head. “Honestly, is there no time for romance?! You don’t force a beauty like this, you have to prod her, coax her to open her wings!”

Terrany affixed a deadening stare on the mechanic. “You might want to rethink that.”

Ulie Darkpaw blinked a few times, then looked at her curiously. “Are you honestly telling me that you can look at this magnificent flying machine and not be impressed with it?”

Terrany’s temper deflated immediately, along with a measure of her pride. “Oh.”

Ulie, as any mechanic too excited with his job was wont to do, completely missed the line of thinking and went on. “Well, come on, then. We have to get you inside of this thing and powered up before Miss Tiger decides to launch and scald the fur right off of me. Odai?”

_“Active.”_ Came a calm electronic voice from the empty Arwing. Terrany froze and glanced up at it curiously. _“Awaiting instructions.”_

“Open the cockpit and prepare for launch.”

Terrany felt Ulie begin to push her up the collapsible titanium steps of the gantry rigging. “Now, hold on just a min…”

_“Voiceprint not recognized; unauthorized personnel. Explanation request.”_

Ulie let out a sigh. “Honestly, the thing’s so damn stubborn some days. Odai, verify authorized crew Ulie Darkpaw, verification Two-Two-Oh-Four.”

_“Identity confirmed, mechanic Darkpaw. Awaiting instructions.”_

“Register new pilot, authorization Seraphim-Oh-One.”

_“Acknowledged. New pilot, please state your name.”_

Terrany found that she had reached the top of the stairs, and was now face to canopy with the cockpit. Somewhere along the outer hull of the aircraft, speakers had been talking to her. Some sort of automated control system, she figured.

Ulie nudged her in the back. “You have to talk to it.”

“Uhh…my name’s Terrany…Terrany McCloud.”

_“New pilot confirmed. Welcome, Terrany McCloud. Voiceprint has been saved. Do you desire passcode authentication for future use?”_

Terrany paled. “No, I don’t think I could remember one right now.”

_“Passcode authentication refused. Voiceprint identification will be used. Pilot McCloud, welcome aboard.”_

The cockpit hissed with released pressure as the canopy opened, and Terrany stared inside.

It was very much like any other Arwing cockpit she’d ever seen. She had only ever flown the Model K, though, which was unofficially referred to as the “Arwing Mark II” by most people.

“This should be your standard gun and run dogfight, from what I’ve been told.” The bear behind her drawled. “Go ahead and hop in; Odai’s already begun the powerup sequence, so the G-Diffusers should have settled a field over the cockpit for you.”

Terrany hesitantly swung over and flung herself into the aircraft, and found herself temporarily disoriented as the gravity of Katina ceased to pull her down towards the ground, and the aircraft’s hull acted as her new floor. It was sort of like falling sideways, but it made settling into the Arwing a breeze. A moment later, after adjusting herself so that she could look ‘sideways’ at Ulie without suffering vertigo, Terrany gave him a frown.

“Who’s this voice that we’ve been talking to? Some kind of control AI?”

Ulie beamed proudly. “We call it ODAI: Online Diagnostic Artificial Intelligence. Odai is what separates the Seraph from everything else that’s come before. It can do a lot more than just track ship system statistics, though…a lot more.”

He seemed to glaze over for a bit before snapping out of his reverie and smiling back at her. “Well, Miss McCloud, good luck. I’d best get down before Dana takes off. Odai, prep the ship for Training Combat Exercise Alpha-Two and seal the cockpit.”

_“Alpha-Two Exercise confirmed; Hyper Lasers offline. Particle Blasters online. Photon detectors enabled. Please clear all arms from the cockpit exterior, canopy is closing.”_

The blue-tinted canopy began to whir back up over the cockpit, making ready to seal Terrany within. Suddenly, a thought occurred to her, and she craned her neck to get her head down underneath (Or was it beside?) the closing transparent aluminum. “Hold on! Ulie, I’ve got more questions!”

The bear winked back and gave her a thumbs up. “Ask Odai.” He chirped in, and scampered down.

The canopy closed and sealed with another hiss of air, and Terrany found herself in climate controlled emptiness.

Various panels blinked up at her, and she took in a deep breath. “Fffffuck.” She muttered.

_“Command not recognized; please elaborate.”_

“Shut up.” Terrany growled to the faceless digitized voice. It was completely devoid of any spirit at all, just a disembodied automaton. Her fur was standing on end because of it. The thought of another presence in the aircraft had been surprising at first.

It had since degraded to frustratingly disturbing.

ODAI apparently understood ‘shut up’, because the AI fell silent. A slight shudder trembled through the launch gantry, and Terrany looked down the nose, straight up into the air in time to see the Arwing piloted by the mysterious Dana Tiger shooting off with its twin plasma thrusters burning.

The communicator chirped online, and for the first time, Terrany was able to see her opponent. It was headshot only, relayed along the frequency for identification’s sake.

“Whenever you’re ready to dance, kitten, I’ll be waiting.” She was an attractive enough tigress with orange fur, but there was a hardness in her expression.

Milo appeared on the frequency next, more pleasant than his associate. “All right, that’s enough, Dana. No sense egging her on yet. This will be your standard one on one engagement. You have a ceiling of ten miles, and clearance thirty miles in any of the compass directions. That’s why we picked the Pheran Desert for this exercise: Out of the way, empty, and with nothing around that we have to worry about crashing into.”

The raccoon coughed, and went on. “Ulie, did you set the laser strength in my Arwing for Terrany?”

“That’s a big ten-four, sir!” The ursine bellowed proudly.

“Mine are set at minimal power as well.” Dana added. “I’m going into silent mode. Combat will begin ten seconds after launch, Miss McCloud.”

“Wonderful. I come here to fly again, and the first thing you have me do in an experimental aircraft is take it out for a firefight.” Terrany sighed.

Milo laughed a little. “And you wouldn’t have it any other way, if I’m right about you.”

Terrany reached an arm up and across her face to reach for the helmet waiting inside. It conveniently hid her smile.

“Be sure to ask your onboard AI any questions you might have. Once you’re ready, just tell it to begin the launch sequence and Odai will handle the rest.”

“Does everybody on this project put their lives into the hands of these bodiless robots?” Terrany asked bluntly.

Milo was a little surprised at the comment, but nodded. “Have faith in it. You’d be surprised what it can do for you. Good flying, Terrany.”

The comm line went silent, and Terrany slipped the flight helmet over her head. Like most other standard issue helmets she’d worn, it was more or less three pieces of metal that wrapped around the sides of her head and curved over the top and met at the back. There was space at the top for her headfur to get out and keep her cool.

She noticed the difference immediately; along the ridge that ran the top of her skull, there were several bumpy protrusions that pressed against her head. “That’s new.” She mused, storing the tidbit away for later. She pulled the harness over her body and buckled herself in, and at last turned for the controls.

“Standard control stick, touch-sensitive throttle diode bar, gyroscopic maneuvering pedals, multipurpose diagnostic readout panel, radar monitor…Along with a few other bells and whistles.” She droned, finding little that was new or upsetting.

Her index finger came to rest over the red trigger embedded in the control stick, and she smiled. “All right. It’s time to play? Let’s play.”

_“Query: Do you wish to initialize launch sequence?”_

Terrany winced. “Yeah, I suppose. Do you have to talk to me?”

_“I was designed for the Seraph Arwing for the purpose of increasing pilot and aircraft synergy. Furthermore, I can…”_

“Save it.” She cut it off. “If I need something, I’ll ask you. Otherwise, can it, all right?”

_“Very well.”_ ODAI chirped back quickly. Almost brusquely, Terrany noticed.

She blinked a few times, then shook it off.

The fusion reactor went to work, producing only a thrum which became so much white noise. The twin plasma thrusters in the back began to whine up to full power as its hydrogen synthesis modules began to collect and burn the fuel.

To either side of the cockpit, her blue G-Diffusers cracked open in the front and began to put themselves to work in generating a field which would turn it into the most impressive atmospheric fighter ever seen. Unlike the Model K, they did not open in the back.

Terrany frowned. “Odai, the G-Diffusers haven’t opened in the back. Are the quad thrusters in the back malfunctioning?”

_“Error: The Seraph Arwing is not equipped with thrusters in the rear compartment of the G-Diffuser pods.”_

“What?” She exclaimed, taken aback. “But wouldn’t that wreck its maneuverability?”

_“The Diffuser units on the Seraph surpass performance expectations of prior Arwing models; rear additional thrusters are unnecessary.”_

Terrany blinked a few times. “You’re kidding me.”

_“Negative. Be advised: Launch in T minus fifteen. Fourteen. Thirteen.”_

Terrany rested her left arm on the provided cushion and kept the control stick steady. Her right hand drummed underneath the thruster touchpad. “Well then, I guess it’s time.”

Time for a lot of things. Time to move on.

Time for another chance.

Time to finally prove what she was made of. And this time, nobody would ever take her out of the skies again.

Ever.

_“Two. One. Launch.”_

Terrany jerked her right arm forward, and her fingertips dragged across the sensitive diode bar, taking it from idle to maximum power in the blink of an eye.

Like a phoenix reborn, Terrany Anne McCloud shot off into the skies above, whooping all the way.

She was happy.


	3. Proving Ground

**Summary for the Chapter:**

> In which Terrany McCloud gets a taste of flying and dogfighting in the X-1 Seraph Arwing...

**Notes for the Chapter:**

> Recommended Music for this chapter: "It's My Turn To Fly" by The Urge.  
> https://www.youtube.com/watch?v=xcnF1ioaBr4

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER THREE: PROVING GROUND

Inside of the transport carrier, Milo felt the shudder from Terrany’s launch run through the stationary aircraft. Ulie barreled up from behind and sat down nearby. “Boy, those things are mighty powerful when they take off, aren’t they?”

Milo twitched his ears and smiled. “They’re beasts.” He walked over to the holographic radar and began typing. “All right. The both of them are in the air, and we’ve got good signal. I’m launching the cameras.”

He pushed a button nearby and the transport yawned as a dozen rockets shot off after the Arwings. After a while, they each took a different position about the battlefield and assumed a hovering stationary position. Beyond eyesight, each rocket blossomed out to form a camera pod that began transmitting back to the ship.

Ulie picked up a portable display monitor as wide as his stomach. “I’ve got a good signal, sir.”

“Good, bring it over here and link it up with the main viewscreen.” Milo murmured. “Set it to standard operations and recording.”

Twelve images of Terrany’s aircraft appeared on the screen, before the camera which held the best angle took dominance of the system and drowned out the others.

Milo nodded. “Good. Nice to know that the Godsight system works like it’s supposed to.” He slipped a headset over his pointed ear and cleared his throat. “Dana, she’s airborne. Take it easy on her at first, would you? The kid’s got to get her bearings in that thing.”

_“And you won’t be offering any advice from the ground?”_ His wingmate asked.

“Me? Nah, I’ll be too busy getting drunk at the monitors to pay attention.” Milo joked. “Just remember, we’re here to collect data on her, and we can’t do that if you shoot her down in the first ten seconds of the engagement.”

_“Collect fast.”_ Dana commented brusquely, and the comm line went quiet.

Milo sighed and looked over to Ulie. “I get the feeling this is going to be a bloodbath. Watch the system diagnostics on my ship closely for any irregularities.”

“Anything in particular?”

“Structural fatigue.” Milo clarified, turning his head back to the spherical holographic radar, where two arrow-shaped specks began to turn for each other. “I get the feeling Terrany’d sooner fly that thing to pieces before she conceded defeat.”

***

Terrany looked to her radar, checking the location of Dana’s Arwing. Straight above her, and diving down.

“First rule: Secure the upper hand before attacking, and keep the sun behind you.” The ex-Academy pilot pursed her lips. “Even if it isn’t high noon up there, it’s school all over again.”

ODAI, true to his word, kept silent. Terrany edged her own Arwing up and throttled the twin plasma engines to the boost stage. Synthesized hydrogen screamed and exploded behind her, producing a trail of ionized gas that followed her aircraft up in its climb.

Terrany was surprised when the cockpit canopy suddenly darkened in a wave, like someone had run dark paint across the surface. The faint nighttime glare of Solar, the nearest of Lylat’s two stars slackened off, and she could see Dana’s Arwing nosediving down at her. “Odai, what the Hell just happened?” She asked, lining up so that her nose was lined straight up with the enemy plane.

_“Electro-conductive opacity crystals are installed in the X-1 series’ canopy.”_ Short and to the point. In a lot of ways, it was like the technology that people used with their eyeglasses when they went outdoors. Only faster. And for a plane.

Terrany could learn to like this.

_Rule Six: If your opponent dives on you, fly to meet him._

Her training still set in her mind, Terrany held her fire. Dana did as well, both proving their mettle. Neither wavered in their course, or reached for the trigger until they were within three hundred yards of one another; optimal ‘kill’ range for the lancing bolts of their training lasers.

Twin sets of orange fire shot out between the two glimmering silvery white craft, and long before the first of the stringed blaster bolts struck home, the two Arwings were spinning about on their central axis. A hazy shield of gravitic energy formed about the ships, deflecting the blistering energy safely away from them.

They passed each other just as they came out of their spins, and Terrany’s sharp eyes spanned the distance from her cockpit to Dana Tiger’s.

The feline was actually smiling.

Terrany kicked in the retrothrusters with her left foot, yanking the Arwing’s control yoke hard about.

_“No impacts detected. Damage assessment: Arwing shields intact. Continue simulation.”_

“Don’t tell me what I already know!” Terrany snapped at the onboard AI, nosing the craft about.

The radar indicated Dana was swinging about for another pass. Terrany’s own turn had set her up on the inside loop of the curve, if she could manage this next stunt.

The problem was, the wing controls weren’t where her right hand expected to find them.

“Odai, I need wing control! Where is it?”

_“Wing controls are located just to the right of the thruster sensor bar.”_

Terrany’s pinkie and ring finger stretched out away from the touch-sensitive slider, and sure enough, found a second slider mechanism within easy reach, with three marked positions and a locking toggle.. A brief look down revealed that the switch was in the middle position, interceptor mode, with the indicator showing the wings at twenty degrees. The bottom selection appeared to be launch mode; fully tucked in. The top one was what she wanted; all-range mode, with a seventy-five degree angle on the wings for atmospheric superiority. Lower speed, but sharper handling.

“Somebody was thinking here…” She murmured.

Dana was beginning to curve in towards her. Another two seconds and the tigress would be set up for another full attack run, and this time, a glittering storm of orange photons had collected on the Arwing’s nose.

Terrany’s ring finger pressed down on the wing shifter’s toggle lock at the slider’s center, freeing it from interceptor mode. She pushed it up to the top position and simultaneously pushed the thrusters to maximum, forcing herself forward even while the Arwing’s variable swing wings whirred into motion.

A half mile off, Dana saw Terrany blasting towards her. “Well, well…the kit wants to dance.” She mused, still smiling. “Shall I lead?”

*** 

The irritating chirp of lock-on resounded in the cockpit, and Terrany flashed her fangs. _Damn, I didn’t get enough of a jump on her!_

The ball of light shot off from the enemy Arwing’s nose and trailed towards her, a beautiful sphere that under normal circumstances would deplete her shields by ten to fifteen percent. She didn’t care to risk the estimate of a simulated blast, either.

_“Warning. Laser lock detecte…”_

“Shut UP ALREADY!” Terrany snarled, gripping the yoke tighter. Her eyes remained glued to the orange orb that seemed to float lazily for her aircraft.

A half dozen low-power blaster bolts flung themselves through the orb and crashed against her shields. Even though the damage was minimal, the disruptions they caused were enough to send a rumble through the Arwing as its G-Diffuser compensated for the fluctuating energy.

“Damnit!” Terrany swore, throwing her craft into another barrel roll.

_“Damage received: Simulated shield strength at…”_

“You wanna be helpful?” Terrany interrupted, leveling the Arwing off long enough to throw it into a loop. “Display shield strength somewhere and let me figure it out!”

Conveniently enough, a gauge appeared in the lower left corner of the canopy, just by the fuselage. As Terrany swung the Arwing out of the full 360 and aimed the nose down, she checked it: 84 percent ‘simulated’ energy remaining to the deflectors.

Another barrage of laser bolts came at her head on as she came out of the turn, but Terrany was already turning into another barrel roll. The shots skittered off in all directions, rendered harmless by a moment of instinct, or clairvoyance. “Fool me once…” She muttered, holding down her own trigger.

Dana’s eyes widened. Not only had Terrany skillfully avoided the crash of the devastating targeting laser, but she’d also deflected the second barrage as she came out of the lock-defeating loop. More importantly, Dana’s Arwing was now chirping at her. Terrany had locked on.

“What the heck?” The tigress growled, trying to weave away for a loop. The maneuver did her little good, thanks to their proximity. Dana had closed the distance between them in setting up her attack path, and now had no room left to maneuver.

The homing shot crashed directly above her canopy, and the Arwing shuddered to compensate. Even at the low-powered setting, a homing blast could shake the rafters. Swearing to herself, Dana nosed the Arwing for the ground and hit the boosters to avoid the followup salvo. It hit her almost immediately that she’d made a very crucial mistake.

Terrany grinned and dove after the test pilot. _Rule Two: If you begin an attack, always follow through!!_ Ignoring the logical course of a second homing burst, Terrany began to weave and trail after Dana. The tigress didn’t make it easy, rolling and weaving unpredictably all the way down to the surface. Several times, Terrany’s shots seemed to be lined up perfectly, only to miss and dissipate farther down as Dana maneuvered the plane with a cool and composed attitude.

A few blasts grazed the edges of Dana’s shields, though, enough that one hundred feet above the ground, she leveled off and kicked in the boosters. The last of Terrany’s laser blasts scoured holes into the ground, putting off smoke from where the grass had incinerated.

Terrany edged her nose up away from the ground and towards Dana, and accelerated up as well. She didn’t notice the sudden flaring burn of her opponent’s retrothrusters until she was fifteen feet behind.

A fraction of a second later, Terrany was flying in front of Dana Tiger: The perfect target.

Inside the cockpit, Dana lined up her gunsights on Terrany’s tail and heard the familiar beep of a lock.

“You can’t stick by the rules all the time, pup.”

*** 

Milo whistled. “Damnation. Ulie, did you see that?”

The black-furred bear nodded slowly, his eyes temporarily frozen to the viewscreen. The Godsight camera pods allowed a perfect view of the action no matter where the two Arwings flew.

“Just look at ‘em.” Ulie breathed, watching Terrany hurl Milo’s borrowed Arwing into another loop, narrowly avoiding the crash of Dana’s charged blast. Dana was already climbing up on her tail and firing away, but the vixen was rolling all through the maneuver, deflecting the shots away. “They’re both making those things dance. And I didn’t even know you COULD roll during an evasive loop!”

Milo drummed his fingers on the console next to the holographic radar and nodded. “Most people can’t. I couldn’t, on a good day. You know, that’s why the Arwing never became a general use fighter for the Cornerian Defense Forces. It takes a special kind of pilot to handle an Arwing and its G-Diffusers with any skill.”

“What do they say, there’s like, 300 or so pilots that can fly the Model K?”

The ring-tailed raccoon nodded gravely.

Ulie looked back to the readouts on the Seraph Terrany was flying; 70 percent simulated shielding remaining, and so far, only minor structural strain. A miracle, considering what she was putting it through. “So tell me…why is it that we’re testing her again?”

“Simple.” Milo replied. “Of the pilot population that can fly an Arwing, initial testing told us that less than 5 percent of them had the reflexes, focus, and brain chemistry to endure everything we put into this plane.”

“…Her?”

“Her brother was. And probably her as well, which is why we’re here on this rock.” Milo chuckled grimly. “I suppose some species have all the luck. Keep watching, Ulie. If I’m right, which I usually am, you’re about to see the real Terrany McCloud.”

***

Barrel rolling had its uses: In the old age of flying, it allowed a fighter to drop altitude quickly while maintaining its attitude. The advent of the G-Diffuser and its subsequent implementation in the SFX Arwing and its descendants transformed its purpose to a defensive maneuver. By tapping into the artificial gravity well that the Diffusers exerted, the Arwing was polarized just enough that laser blaster shots were deflected away before they could ever strain the shields.

A queasy feeling finally hit her stomach as she finished her fifth consecutive tumble. The G-Diffusers minimized the forces that would normally be exerted on the pilot to a minimum, little more than a nudge here or there most of the time. No amount of gravity diffusion, however, could stop the vertigo that came from watching the world spin about endlessly. She had tried to keep her vision centered on a focal point, but the sheer volume of laserfire echoing around her had caused her to lose focus.

The Arwing’s safeties kicked in and began leveling her back off from the last spin; The original designers, bless their hearts, had put in that feature to prevent crashes resulting from pilot blackout.

More impacts rattled the aircraft frame, and Terrany watched the shield gauge, simulated or no, slowly begin to dwindle down towards the crucial 45 percent marker. Past that, and the Arwing began to limit its top speed automatically to prevent wind shear from tearing it apart.

“DAMNIT.” Terrany growled, pushing her nausea aside. The Arwing whined as she jerked the yoke back, whipping it into the beginning of another loop.

Dana’s laserfire began to follow Terrany up, but this time, instead of completing the loop, the youngest McCloud kept her Arwing inverted at the top of the arc and punched the thrusters again, implementing a U-Turn. Just like she’d hoped, Dana was unable to follow her. One glance at the radar revealed that the enemy Arwing was turning to meet her.

So far, Dana had kept the upper hand through most of the engagement. It was clear she knew the Advanced in and out; enough to push it to do things that Terrany couldn’t manage.

Which meant, as it usually did in such cases, Terrany reached for a wild idea.

She banked into a sharp right turn, curving about so that her aircraft and Dana’s formed a circle in their slides. “Odai, I hope you’re half as useful as you claim to be, because I have an idea.”

_“What did you have in mind, Pilot McCloud?”_

“The name’s Terrany.” The pale-furred vixen retorted. “Tell me, can you isolate thruster controls?”

_“I can. For what reason?”_

Terrany grinned wider and told ODAI exactly why, and the Arwings roared closer to each other.

Dana watched as Terrany flew straight at her, lasers blazing orange fire long before she entered range. “Dumb move, kid.” She muttered, biding her time before spinning into a barrel roll and firing her own blasters.

The spin disoriented her only slightly, but she didn’t notice that Terrany had flung her nose straight up until they were nearly on top of one another. Dana swore and dove down slightly, while Terrany’s Arwing continued to somersault lazily above her.

Somersault.

Arwings didn’t turn backflips, Dana realized. She took a second look, and realized why the Arwing was maintaining its forward momentum while spinning in a backwards arc.

Terrany had disengaged the engines.

The shields whined to keep up with the sudden increase in wind shear, and the Arwing rattled as the air buffeted the whole of its fuselage. Terrany grit her teeth and ignored the warning alarms that were lighting up in the cockpit. ODAI said nothing, fully committed to Terrany’s plan of action.

She kept her eyes down the nose of the Arwing, and waited.

At last, Dana’s own aircraft rocketed past, and she was aligned.

Terrany began to toggle the trigger rapidly with her index finger, shoved the thrusters to booster phase once again, and retracted the wings into interceptor mode. “BURN ‘EM!!” Terrany screamed.

Commanded by ODAI’s instantaneous authority, the Arwing’s plasma thrusters kicked back into life with a deafening roar. The gees were intense enough that Terrany was shoved back against her seat, but the unorthodox tactic paid off.

A dozen orange laser bolts peppered Dana’s shields, and when the tigress tried to turn and flee, Terrany cut across the inside of her bank with the increased speed that interceptor mode offered and blazed her cannons for all they were worth.

After five seconds of relentless battering, a comm channel opened up and Dana’s Arwing leveled off. “All right, kids, that’s enough.” Milo’s cheerful voice announced. “We have a confirmed kill: Dana Tiger, three minutes and forty two seconds in.”

Terrany pulled the thrusters back to cruising mode and relaxed in her seat. “Sheeze.”

“McCloud, what the Hell kind of stunt was that?” Dana’s irritable voice blared over the Seraph’s speakers.

Terrany smiled. “The dumb kind. But it worked, didn’t it?”

“With that said, Ulie’s reading significant strain in the wing struts. In any other plane besides an Arwing, you would have broken up in midair.” Milo criticized her. “That was a risky gamble, especially with my plane.”

Terrany flew up beside Dana and rolled her neck. “I’ll write you a check later, if you want. But tell me: Did I pass?”

“…Yes, you passed.” Dana admitted begrudgingly. Terrany looked over to the tigress in her own cockpit, and saw that Dana was looking back at her.

Where there’d been disdain before, there was some sense of respect.

Terrany smiled. “So…does this make us wingmates now, too?”

“We’ll see, McCloud. We’ll see.” Dana turned her eyes back to the front. “Milo, I’m going to land for a while and recuperate. Why don’t you help Terrany land that thing back in the launch cradle?”

“I think I can manage that.” The raccoon’s cheerful voice replied. Dana’s Arwing swung off and turned south, and Terrany found herself alone in the skies.

She muted her microphone and sighed. “Hell of a first day. How was that, Odai?”

_“Unusual comes to mind.”_ The AI replied, frank enough that Terrany looked down to the digital display with a curious gaze. _“You are an unusual pilot.”_

“Says the talking computer.” Terrany rubbed behind her ear. “But you know, you’re not half bad in a pinch.”

_“My role is to serve and augment the…”_

“I know, I know. Jeez, just take the compliment.” Terrany stretched out inside the cockpit as best as she could and yawned. “So what do you know about Dana?”

_“That pilot is not registered for this aircraft.”_

Terrany winced. “Huh. I guess you don’t know everything.”

Then the radar chirped.

Somebody had locked on.

Terrany’s head shot up from the padded comfort of the pilot’s seat. “What?!”

_“New enemy aircraft detected.”_

Terrany turned her head from the radar to the night sky above. The new aircraft was barely a speck, but the charge it had fired was clearly visible.

A ball of green light descended, tracking a course for her fighter.

“Oh SHIT.”

The homing shot exploded around her with tempest force, dulling her senses with light and furious noise. As the Arwing pulled free of the storm, ODAI’s calm voice broke her free of her stupor.

_“Combat damage sustained: Shields at 74 percent actual strength. Simulation conditions breached . Activating hyper lasers. Engage.”_

Terrany yelped and rolled to starboard, narrowly avoiding a stream of blue laser shots. “Those shots are real.” She breathed, suddenly afraid.

This wasn’t a simulation. Somebody was trying to kill her. And then her comm crackled and switched frequencies.

A low, growling voice echoed in the cockpit.

**_“Time to die, McCloud.”_**


	4. Adrenaline

**Summary for the Chapter:**

> In which Terrany has to fight with her life on the line, and sees just what the Seraph Arwing is really capable of...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER FOUR: ADRENALINE

“Another Arwing?!” Milo bellowed, gripping the edge of his console hard enough to crack the plastic. “Where the Hell did it come from?!”

Ulie had been searching for the newcomer’s approach vector since the moment it appeared. He finished typing in the variables and blinked. “Entry point is high orbit. Trajectory puts it at a 78 percent chance from deep space.”

Dana’s voice was frantic. _“I’m coming back in, moving to engage!”_

A new signal popped on the main frequency, and the incoming bogey suddenly gained an IFF marker on the holographic radar. Milo stared at the flashing red flag with an R above the new ship. “…Rourke?”

Up on the monitors, the godsight pods recorded another burst of hyper laser fire rattling Terrany’s ship. Milo’s shock became rage. “Damnit, Rourke, what do you think you’re doing?!”

**_“Stay out of this, Granger.”_** A growling voice warned. **_“Same goes for you, Dana.”_**

_“Rourke, you crazy son of a…”_ Dana swore. She was cut off when the new Arwing killed the power to his radio. _“…He hung up on me!! That no good, backstabbing…”_

Milo muted the feed from Dana’s ship and rubbed at his temples. “Not good.” He groaned. “Not good.”

Ulie drummed his fingers. “I thought Rourke was on assignment.”

“I guess he finished and decided to drop in. He’s unpredictable sometimes.”

“Is there anything we can do?” Ulie asked.

“Not with Rourke up there.” Milo said after a pause. He sunk back into his chair and kept his eyes glued to the radar. “He’s got some kind of a bee in his bonnet, and the only person who could ever snap him out of a funk was Skip.”

The raccoon’s tail whipped behind him nervously. “I have a hunch he came here to test her. I hope so, anyway.”

“And if he didn’t?”

Milo chewed on his lip, then shrugged. “Well, then, I guess I’ll need a new plane.”

***

Terrany kept enough sense in her head, despite the panic that filled it, to roll away from his next barrage.

Shield strength read at 57 percent, not good by anybody’s book, but especially terrible given her situation. An unknown assailant, piloting an aircraft the same as hers.

_“Target identified: Model X-1 Arwing. Registry…”_ ODAI froze for a moment, and Terrany glimpsed down at the diagnostic readout panel. ODAI was in communication with someone. _“Registry unknown.”_ ODAI finished, after that crucial hesitation.

“Blast it, Odai, who is it?!” Terrany demanded.

**_“Does it matter?”_** The same murderous voice inquired, just as the Arwing pulled up behind her and locked on. Terrany swore and threw her craft into another loop, spinning all the way as hyper laser shots flew around her. The pilot, whoever he was, was good…His shots tagged her between rolls, and ceased while she performed the laser deflective maneuver. **_“You’re pathetic.”_** The voice added contemptuously, weaving away when Terrany hit the brakes to try and make him shoot past her into her gunsights. **_“Twenty seconds in, and you’ve already lost? I’ll be doing the galaxy a favor by killing you..”_**

Terrany shivered and tried to follow after him. Her aim was shaky and terrible, and the Arwing avoided every last one of her shots. **_“The best of the Academy? Go ahead and hit the eject button. Let your plane die with some dignity. Expiring while you’re in the cockpit would taint it.”_**

The enemy fighter swung about in a sharp bank and exposed the whole of its fuselage to Terrany’s sights. She fired off a barrage, but her foe braked and rolled to deflect the opening shots. When her leading edge of fire cleared his nose, the pilot swung his bank to the opposite direction and boosted from her range of fire.

Terrany roared in frustration and turned to follow him, but he had boosted far ahead of her.

Terrany grit her teeth and held in the trigger of the yoke. “What the Hell is he trying to do? Kill me with blasters or beration?” One of her fangs grazed along her lip, and she snapped her head to the radar monitor. “Odai, how are we holding up?”

_“Shield strength has regenerated to 59 percent. Minor damage to redundant systems. Please engage.”_

“Blast it, what do you think I’ve been doing?!” Terrany shouted at the AI, maneuvering her Arwing until the enemy ship was lined in her gunsights. The radar chimed as it locked on, and she fired off the charged green bolt.

She hit the thrusters and closed the distance, turning the nose up as the enemy plane began its lock-defeating loop. Another barrage of laserfire arced in front of his path, and while she saw many of her shots bounce harmlessly off of his gravity well during a hasty barrel roll, a few made it past and crackled against his shields.

Her radio crackled to life. _“Terrany, it’s Milo!”_ The voice of the ring-tailed raccoon brought a measure of sanity back to her, and Terrany relaxed a bit.

“Milo, who is this clown?!”

_“He’s Rourke, our…”_

The transmission cut off with a squealing bombardment of high frequency noise, and Terrany cringed for the half second it took before the radio went dead.

_“Signal interrupted. Jamming source confirmed: Enemy Arwing.”_ ODAI announced.

Terrany felt the Arwing shudder under another barrage of shots, and swiveled her head about. “He was just…How did he…?”

**_“So, you know my name.”_** The voice growled, and a second burst of blasterfire knocked her shields down to 52 percent. **_“I suppose it’s right you should know who’s going to end your life.”_**

Terrany cried out and hurled her Arwing into another loop. ODAI was keen to remind her of their problems.

_“Warning: Further damage will lead to loss of atmospheric maneuverability. Exercise caution.”_

Her heart beat faster and faster, and Terrany saw Rourke’s aircraft shoot underneath hers. He hadn’t fired that time.

He was playing with her, like a cat to a wounded mouse.

“Why are you doing this?!” Terrany screamed, thinking on impulse that if he could goad her, he could certainly hear her talking as well.

There was a pause, and then a cruel chuckle echoed over the line. **_“Call me a strict evolutionary. You want to keep your life, McCloud?”_**

Somehow, he’d turned around in the space of two seconds and was flying down her throat. The collision warning blared around her, and the cockpit was aglow with red lights.

In between beeps, Terrany heard his voice, and felt time curl and stop around his words.

**_“Then fight for it!”_**

Terrany’s breath hitched. A primal thought surged forward, long buried but never forgotten.

The training had never been enough. The Academy had never been enough. She’d never…never been in a situation like this.

With no time for words, only thoughts, something in Terrany snapped, and the knife that had cut it flashed aglow.

Survive. 

***

Aboard the grounded transport carrier, Ulie let out a terrified yelp as his monitors began to scream at him. Milo jerked his head from the radar and glanced over, and found Ulie positively frozen stiff in shock.

He was watching Terrany’s synaptic patterns.

They had erupted.

“What the…What’s going on?” Ulie asked shakily. Milo walked over and examined the readouts that the ODAI aboard his Arwing was faithfully transmitting back to them, and put on a triumphant smile.

“She woke up.”

***

Inside his cockpit, the grim specter known as Rourke felt a grim smile cross his lips. Just by the movement of her Arwing, he could tell that something had changed in her.

His hand tensed around the yoke, and he breathed in deeply through his snout. “Fight, damn you.”

***

Terrany’s eyes were hard, and she held the Arwing’s path steady, streaking a course straight towards the ruthless pilot known as Rourke.

The proximity alarms blared in time with the others. _“Warning: Collision imminent. Evasive maneuvers recommend…”_

“Not a chance in HELL.” Terrany growled, squeezing her blaster trigger several times in rapid succession.

_“This course of action is not safe, Pilot McCloud.”_

“This isn’t a course.” Terrany snapped to her computer, sending her Arwing into a straight barrel roll, holding course. “It’s chicken!”

*** 

Rourke rolled his ship to deflect the opening barrage, but the followup smashed against his shields mercilessly.

**“You’re gonna feel that one in the morning.”**

“Who asked you?” Rourke mumbled, cringing and finally swearing an oath as he sent his craft into an upwards arc. “Slag it!”

The tinny computerized voice inside his Arwing’s memory banks laughed. **“Boy, that’s gotta be the first time you’ve tucked and run like that in a long time!”**

Rourke glanced at his shield gauge, then aimed his Arwing’s nose straight up and throttled the boosters. “Prepare for spaceflight.” In spite of his frustration at the canny voice of his own machine, he cracked another grin. “Let’s see how bad she wants it.”

***

Terrany’s blood felt like it was on fire. One glance over her shoulder told her what ODAI and her radar would have otherwise.

Rourke was going up. Far up. “Oh no, you don’t.” She growled. Her ears bristled, and she jerked her Arwing into an inverted climb.

_“Query: Target is leaving atmosphere. Are we following?”_

“I don’t care who he thinks he is, but he’s gonna learn something today.” Terrany snapped to her artificial counterpart. “You do not FUCK with a McCloud and get away with it!!”

She hit the boosters and her Arwing shot up after the first. An altimeter flashed on the diagnostic readout panel, letting her know that they were passing a thousand meters every one and a half seconds.

Terrany didn’t notice.

She just kept on flying.

***

The transport carrier shook again as the weight of Dana’s Arwing settled back down on the launch gantry. Ulie barely noticed at all, engrossed in the readouts from Terrany and her Arwing. Milo casually glanced over to the rear door as Dana Tiger literally flew from the back hatch.

“Where are they?” Dana demanded angrily.

“Oh, somewhere in the upper stratosphere by…” Milo paused, and chuckled. “Crickets, they’re booking. They just hit the mesosphere.”

Dana let out a frustrated growl and slammed a fist against the hull of the ship. “Blast it, what the Hell are they doing going up into space?”

Milo yawned, seeming calm after his initial shock. “Well, for one, only Rourke is going. Terrany’s just following him. Besides, I couldn’t contact Terrany if I wanted to warn her. He’s got the communicators jammed.”

Dana frowned. “Warn her? What for? She knows he’s shooting live ammunition. She’s doing it too now.”

“Oh, not that.” Milo mumbled distantly. The raccoon turned towards Ulie Darkpaw and cleared his throat. “Well? How’s the readouts? Is she compatible?”

Ulie hadn’t said much since her EEG had gone bananas, and at last he managed a feeble guffaw, then a longer gleeful cackle. “More than compatible! By Lylus, she’s…It’s just like we suspected! She’s better than you, Milo!”

The raccoon chuckled a bit. “Well, that isn’t hard. All right. Run the simulation. What does the computer model say about estimated Merge performance?”

The ursine was quick on the keys, and a few seconds later, drew up a comparative chart.

“…Better than you. Better than Dana by a smidge.”

“Better than Rourke?” Milo ventured.

Ulie hesitated, then shook his head. “This is just from opening data. As you know, real results are usually different, especially with more experience.”

“That much is true.” Dana groused. “The simulation shortchanged my capabilities. But what did you mean, Milo, when you said you wanted to warn her?”

The raccoon blinked and reoriented himself. “Oh, that?” He motioned to the radar display, which had blossomed out to show a cross-section of Katina’s surface and atmosphere, and the two blinking arrowhead shaped objects that represented the two flying Arwings.

“I don’t know if you knew this, Dana…but Rourke flies better in open space than he does on a planet.” The raccoon’s dark eyes narrowed. “He’s led her straight to his playground.”

Dana’s claws extended out from her paw for a moment as Milo’s statement sank in. “Creator help her.” She muttered.

***

Even within the bubble of shielding and gravitic energy from the G-Diffusers, Terrany could feel the whistle and pressure of the wind slacken off as they shot higher and higher. The radiant blue sky thinned out, growing brighter before finally succumbing to the black starry void.

Spaceflight. No resistance along the fuselage at all. Maximum thrust out here meant a dramatic increase in speed. The boosters, if not for the G-Diffusers aboard the Seraph, would be strong enough to jar her teeth to the back of her skull.

She swallowed hard at the next thought. Combat up here…was a totally different experience.

In the atmosphere, if the shields were breached, if the canopy was riddled with holes, she could still fly. In space…

“One lucky shot and I get sucked through a hole the size of a cred chip.” Terrany summarized.

Rourke seemed perfectly at ease in the airless maw, and leveled off from his climb. He spun his wings out to their full span, and turned about to meet her.

“No turning back.” Terrany whispered to herself, whirling to engage. She’d pushed herself into this mess by following him. Now, it was just him and her, and the emptiness.

“This might be preferable.” She mumbled, charging up her laser. “Nobody to watch me screw up again.”

_“I was unaware that you intended to fail.”_ ODAI chimed in. _“I would not recommend it.”_

“Who are you more worried about, bit-boy?” Terrany growled, lobbing the nexus of green light at Rourke. “Me, or your own circuits?”

_“There is no answer to that question which would satisfy you.”_

Terrany watched as Rourke easily maneuvered about the charged laser bolt and harrumphed, firing a stream of shots ahead of him. “Smartass.” She muttered under her breath. Her pinkie and ring finger stretched over from the throttle and jammed the wing settings from interceptor mode to all-range.

It was the last thing she was able to do before space exploded around her in bristling green energy.

The shuddering from the shields had her on her toes long before ODAI began to state the obvious. _“Concussive laser bl…”_

“I know, shut up!” Terrany growled, rolling out of the miasma and into another hail of hyper laser blasts. Even with the canopy dimming out the brimming light of Solar, the lesser of the binary stars of Lylat, they were little help against the burning light of Rourke’s assault.

Seeing stars in her eyes, Terrany jerked her vision away from the canopy and focused solely on the radar.

It gave her just enough focus to hurl her Arwing into a loop.

**_“No good running, McCloud.”_** Rourke goaded her, stitching a line of fire after her thrusters. **_“This is my world.”_**

Terrany grit her teeth. “Odai, mute the comm!”

A chirp and silence answered her, and she accelerated…but didn’t move to complete the loop. “Odai, remember that trick I showed you? We’re doing it again!”

_“Implementing engine shutdown on your mark.”_

Terrany waited until she’d passed well beyond the arc of his fire, and jerked the yoke back hard. “NOW!”

Where Rourke anticipated her to carry through with the loop, he fired. And just as it had worked on Dana Tiger before, the maneuver of relying on momentum and rotation alone bought Terrany the edge to recover.

Her trick was easier in space, with no air currents to buffet the fuselage and already taxed deflector shields. By the time that the Seraph had finished its backwards rotation, Rourke’s nose was pointed up, and the underbelly of the Arwing was fully exposed.

Terrany started firing, and without even being prompted, ODAI reignited the thrusters. She hesitated for two pulls of the trigger before she realized that she’d braced her body on instinct.

_You mean to tell me that this…this goofy computer program predicted my move?_

ODAI, of course, said nothing, and Terrany resumed her firing. Rourke took the surprise assault for only a second or two before he rolled about, flipped over, and sent them both into a curving spiral straight up and away from Katina’s gravity well.

For all the dangers, and the residual fear she felt, Terrany still flew. And the more she dodged and weaved, fired off her shots and danced in the space above Katina, the more those fears subsided.

ODAI must have found nothing objectionable in her actions. By the fourth charged blast, Terrany had forgotten he existed. She had no idea that her entire mental state had shifted, and was still shifting. The hum of the Seraph’s twin thrusters offered the white noise that stabilized her breathing, and soon Terrany found no need for words.

She and Rourke fought each other, screamed at each other in a language no terrestrial animal could ever fathom. Every blast of hyper laser fire was a staccatoed exclamation point, and every wiggle of the wings was a coquettish turnabout.

In the depths of the void, trying to kill each other, they blocked out everything else but each other. To Rourke, it was just another day.

But as Milo, Ulie, and Dana, miles below in Katina’s Pheran Desert could testify as they watched her EEG…

It was the day when Terrany Anne McCloud went from promising pilot to something more.

***

Their shields decreased in similar increments. 45 percent. 42. 39. Each took a shot, darted out of the way, and found some bizarre, brilliant and insane flight trick which bought them enough of an angle to land another glancing blow upon their other. Terrany’s wrath and Rourke’s icy murderous intent seemed at a standstill to one another.

Their dogfight, both realized, was little more than a war of attrition. But Rourke had riled something in Terrany that he hadn’t bargained for.

To Rourke’s absolute shock, she didn’t back off, and she didn’t radio for a stalemate or cease-fire.

She hit the engines and lit into him, and suddenly a very powerful sentence echoed in his mind.

**If I go down, I’m taking you with me.**

***

To Terrany, everything was about as right as it could go.

Then the circumstances changed.

His engines went cold. The blue hued G-Diffusers of his Seraph Arwing opened up vertically, then split again horizontally so that each polyhedral diamond became divided into four segments. Most frightening of all, the silver-hued wings began to separate…And two smaller pairs of wings extended out from the main span at 45 degree angled. The six-winged transfiguration made the Arwing resemble something between a butterfly and a hummingbird in its fragile beauty. The small wings flexed exactly twice to level their bearings, and then the Arwing went berserk.

It was the only thing which came to her focused mind: Berserk. One moment it was in front of her, and the next, it was beside her…no, above her…no, behind her, and…

Laserfire the color of an aquamarine sea and a blue giant star rattled her Arwing’s shields, and this time, ODAI let the klaxons blare. _“Warning!”_ The AI reported. _“Significant power increase of laserfire! Evasive…”_

Terrany wanted to answer that she was taking evasive action: She had pulled every roll, half-loop and braking dive that she could think of since the five seconds between the transformation of the Seraph Arwing and the moment when ODAI deigned to speak to her again, and still it wasn’t enough.

Her log panel exploded in a shower of sparks, and ODAI went eerily silent. Terrany winced as she glanced at the residual shield gauge readout before it faded away.

2 percent power remaining.

“…Odai?” Terrany chanced to whisper. She pulled the trigger, and gained another blast of ozone and crackled wiring in the cockpit for her trouble. She coughed as what was left of life support tried to vent out the toxic atmosphere, and waited for a voice that never came.

Instead, she got Rourke.

**_“Good, McCloud…but not good enough. Some other time.”_**

****

The enemy Arwing seemed to drop down beside her, with no visible flight path. It spun in a roll exactly twice, and when it leveled off, the secondary wings retracted and the blue G-Diffusers closed back up to their standard positions.

His engines relit, and in a blinding flash of his boosters, the enigmatic figure known only as Rourke flew off into the span of Lylat, for places unknown.

Terrany sunk back into her chair and tore the helmet off. She was mad, to be sure. Mad at herself, and definitely mad as Hell at this Rourke…whoever he was. The others definitely knew him, though.

Her communicator crackled back on. _“…errany, can you read me? This is Granger, respond!”_

Terrany pulled her hands back from the flight controls and keyed the microphone switch on her helmet. She figured it was probably the only undamaged system on board the now nearly scrapped fighter. “I hear you, Milo. I’m here.”

_“We lost the uplink to your ship. Could you have Odai reinitialize?”_

“Odai isn’t working anymore.” Terrany answered, pounding the fried display panel for added measure. “I’m down to 2 percent shield power, the weapons aren’t responding, and I’m pretty sure that Odai’s dead in the water.”

_“…He’d better not be.”_ Milo growled, offering the first sign of anger around Terrany for the day. _“Not after all the time I spent getting him to where I wanted him!”_

Terrany shut her eyes and rubbed at her temples. She could feel a headache coming on, from the combination of sudden stress, prolonged adrenaline, and the sickening smell of ozone that the filters had yet to completely remove. “Rourke worked me over proper. I had him until he…”

“Until he what?”

“He did something with his Arwing.” Terrany mumbled. “It…changed. Grew extra wings, and then it started bouncing all over the place.”

There was silence on the line for several seconds, and the pause was unsettling enough that Terrany opened her eyes back up and frowned. “Milo, what was that?”

_“…That’s something we’ll tell you about later. When we’re back at base, and not above prying ears.”_ The ring-tailed raccoon warned ominously. _“Can you make it back to your launch point?”_

“At 2 percent shielding left, I wouldn’t trust this thing to a car wash. Besides, my life support’s pretty beat up too.” She looked out from the canopy to the body and winced at all the scorch marks burnished into the polymer metals. “And this bird’s going to need a new coat of paint. Probably a few.”

_“Understood. We’ll launch the transport carrier and collect you in orbit. Congratulations, Terrany. You passed. Hell, more than passed. You held out against Rourke, and that’s something Dana and I could never do.”_

Terrany crossed her arms and looked down at the dead display panel, hoping that they’d reach her before what was left of Milo’s aircraft died around her. Even a self-sustaining power core couldn’t compensate for the intense damage it had taken.

“Milo, I need a straight answer. And cut the sidestepping. Who in the blazing Hells is this Rourke? Why is he flying one of your Arwings? And WHY did he attack me?”

She could hear him sigh on the other end, even as the radio frequency carried over the hum of the transport carrier miles below on Katina soil powering up for flight.

_“He’s flying an Arwing because he’s the other member of our test squadron. If my guess is right, he attacked you to test you out. And as for who he is? For better or worse…Right now, he’s flight leader.”_

Terrany’s blood went cold, because it was too tired to boil anymore. “What class at the Academy taught him that trying to kill your wingmates was a good training exercise?”

_“Rourke never attended the Academy.”_ Milo said cryptically. _“You might say…he was home schooled.”_

***

_Ursa Station_

_Sector X_

_Two Hours Later_

Whether he thought of it as home or not, the pilot of the formerly unknown Seraph Arwing settled his aircraft down on the landing mounts in the bustling secondary hangar bay and powered down his systems. He took a moment to tilt his head back and breathe as the Arwing canopy opened up.

Cool, crisp, recycled and filtered air.

Ursa Station.

Rourke climbed down from his Arwing, and found the floppy-eared General Grey and an armed security detail waiting for him.

The wolf removed his flight helmet and raised an eyebrow. “An honor guard reception? You shouldn’t have.”

The rugged general crossed his arms and put on his best scowl. “Before I throw you in the brig for attempted murder, would you care to explain _why_ in the Creator’s good grace you decided to try and gun our newest pilot down?”

Rourke flashed a predatory grin. “Why, General, I’m surprised at your assumption. If I had wanted to kill her, she wouldn’t be on the transport here.”

He patted the general on the cheek, not hard, but definitely out of protocol.

General Grey positively fumed. “I ought to ground your disrespectful ass here and now, O’Donnell!”

“I’m already your prisoner. I’m not seeing a difference.” Rourke retorted. He relaxed for the benefit of the guards and shrugged. “Besides, I was just fulfilling my responsibilities.”

The general sighed and fished inside his pocket for a corncob pipe. “Please, do tell.”

Rourke made a meaningful glance to the security guards behind his superior officer, and the canine dismissed them with a wave of his hand. Once they were clear of the secondary hangar bay, Grey affixed his pilot with a grim stare. “Happy?”

Rourke nodded, and the general jammed his corncob pipe in his mouth, chewing the end furiously.

“Tough day, sir?”

“I never realized how much I hated being assigned to this floating bubble until they told me I couldn’t smoke.” The general snapped. “Now out with it. Why did you try to turn Miss McCloud’s ship into a blaster-riddled pile of scrap?”

“The shots that took down her brother weren’t any less real.” Rourke answered coolly. “She’s an Academy brat. She’s never seen a day of real action in her life. I needed to know how she’d react under fire.”

“Still that’s hardly the best approach to take, son. Wasn’t there a more gentle way to go around it?”

Rourke O’Donnell pushed himself to his full height of two meters, beating the general by a good head. “I was put in charge of this flight by Captain Skip McCloud. And until such a time as I’m removed from that position, I will command it the way I see fit. And right now, I need to know that my pilots can do more than fly. They need to fight.”

The general blinked. “Do you mean that…”

“I got jumped as soon as I dropped to sublight. They’re coming, sir.” Rourke’s voice was solid, but cold and sharp as an iron blade. “I don’t know who they are, but they’re coming.” Rourke winced as he pulled his jacket off, and the general paled when he saw the burn and singed fur on his wrist.

“My god…You should get to the doctor’s, right away!”

“Forget it.” Rourke waved him off and kept trudging. “I’ve got a debriefing report to write.”

“But that burn…”

“A panel blew out when I was ambushed. That’s all. I’ve suffered worse. Tell Wyatt’s crew to check on the attitude control. It’s feeling sluggish.”

Rourke’s nonchalance about his injury may have been justified by his prior experiences, but he seemed especially aloof today. The general kept pace with him, and posed a guess.

“So…How was she?”

Rourke put on a weak smile and shook his head. “I almost had to concentrate.”


	5. Wild Things

**Summary for the Chapter:**

> In which Terrany is brought to Ursa Station, hears more about Project Seraphim, meets some people, and has two unpleasant surprises laid on her in the span of a couple of hours...

**_STARFOX LEGENDS: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER FIVE: WILD THINGS

_Sector X_

_Ursa Station: Primary Hangar Bay, Storage_

Wyatt Toad found that the day was starting out fine and dandy. “Grandpa Slip” had sent him a hilarious electronic greeting card, the coffee machine had actually been _working_ for a change, and best of all, he didn’t have to give a morning status report. He hated them, his techs hated them, and everybody else on the command staff fell asleep listening to them.

Then there was the whole business about having to dress up. And Wyatt hated ties. It was probably why he was never too far from his old grimy blue worksuit.

“Morning, sir!”

“Mornin!” Wyatt croaked back, nodding his bulbous head at the squirrel. One of the newbies, he reminded himself; Whipman, he thought.

“Good morning, sir!” One of the launch bay personnel piped up. Wyatt raised his coffee mug in the best imitation of a salute he could offer, given that his right hand was full of a clipboard of documents.

A lynx sidled up next to him and joined his walk; Garfield, one of his trusted cohorts. “You seem in good spirits today, Wyatt.”

“And why shouldn’t I be?” Wyatt hummed cheerfully, handing over the clipboard of documents. “Here, take care of those, would you?”

“And these are…” Garfield mused, sifting through them.

“Oh, just some maintenance reports. They need one of the engineering officers to sign ‘em.”

Garfield wrinkled his nose, twitching the long whiskers that came out of it. “Why can’t you do it? You’re the boss…”

“Which means it’s my job to give you the paperwork while I get smothered in servogrease.” Wyatt let a warbling sound rumble down in the bottom of his throat and puffed his cheeks out, then took a long draw on his coffee. “Aah, Creator, that’s good.”

Garfield opened his mouth and put out a few stuttering beginnings of an argument, but eventually ducked his head down and sighed. “Fine. I’ll handle it. So while I’m doing your job, what are you going to be doing?”

“Down in storage.”

“Aah. Yeah, I heard that Ulie called ahead. Milo’s Arwing’s gonna need a lot of work.”

“Thankfully, most of the damage is on the inside.” Wyatt elaborated. “But I’m not digging down for spare parts. I’ve got to wake up an old pain in the ass.”

Garfield froze for a moment, then bounded in front of Wyatt and stopped him in his tracks. “You’re not serious.” The lynx said, hoping that Wyatt Toad would roll his secondary eyelids and bust out laughing at the sick joke.

Wyatt merely shook his head from side to side. “Wish I was. Keep the kids from blowing this place up, would you?”

“Y-Yeah, sure.”

Wyatt stepped around his fellow wrench-turner and patted him on the shoulder. “But don’t stifle ‘em, either. This place needs nutjobs to run.”

“It does?”

“Sure.” Wyatt winked, shifting away from the noise and bustle of countless opened spacecraft, welding arcs and power saws for a set of stairs that dropped down into the dark void of storage below. “Madness and bubble gum is all that keeps this place together.”

By the time he hit the bottom step of the two story drop into the dark cavernous space below, Wyatt’s bubbling optimism had tapered off a few degrees. He polished off his coffee and set it beside all the others on the metal countertop beside the aluminum steps. “Lights!” He bellowed. A dozen guide lamps began to fluoresce on his command, and the emptiness gained borders and support beams.

His steps echoed along the metal floor, reminding the amphibian that only a few scant meters separated his feet from the cold emptiness of space beyond. It had been a little unsettling at first; he hadn’t been lying to Garfield when he’d made his comment about the bubble gum. Ursa Station had a close-knit crew, but it was a far cry from a fully funded structure. After all, the Cornerian Defense Forces had better things to spend their money on. Like reclining chairs.

Occasionally, he’d pass a fighter plane that waited along the walls. The other direction had the shelves of spare parts, but in the direction he was walking, there was nothing but planes stowed away to keep floor space in the hangar bay above. A few hydraulic lifts could shuttle them up if need be, and he stepped over the edge of one as he went towards the back.

The dust got thicker the farther on he went, nearly making clouds as his workboots disturbed the layers of sediment. Wyatt resisted the urge to shiver. Nobody had come back this far in months. Nobody would have wanted to, and nobody had needed to.

The thing waiting in the back was reason enough to shy away, and against all reason, Wyatt stopped in front of it.

A motion sensor detected his proximity and hit a light above the vessel that had been called a demon by all who had gotten into it. Even the blue G-Diffuser pods looked ever slightly darker than the others of its kin.

“I wonder if you even changed your skin to suit your mood.” Wyatt mumbled.

And then the Arwing woke up.

**_“Did you say something, Toad?”_**

Wyatt flinched for a minute, then chuckled. “Unbelievable.” He remarked, surprised that he had been afraid of it for even a second. “Have you been awake all this time?”

**_“Eight months, three weeks, four days, ten hours, and…Well, you get the idea.”_** The voice clipped bitterly. **_“I thought about going insane for a while. Thought better of it. There’s no fun in being insane when there’s nobody around to enjoy it.”_**

“You know, you make a valid point.” Wyatt agreed, wiggling a finger. “But enough about philosophy, Kit.”

The Arwing’s flippant AI growled. **_“You came down here for a reason. So go ahead, Wyatt. Unplug me and be done with it. I’m “Little better than scrap,” wasn’t that what you said when you pigeonholed me?”_**

Wyatt frowned. “If you’ll check your memory banks, it was the General who said that. But stow the grudge. You’re being put back on active duty.”

**_“None of your pilots could fly me. Didn’t you get that through your soft-headed skull the last time?”_**

“Circumstances change. They’re going to try you again with McCloud.”

**_“Are you DEAF, webfoot?!”_** KIT snarled. **_“Carl already tried to…”_**

Wyatt laughed and shook his head. “Geez. Flying off the handle again, Kit? At ease. No, they found a new one. Carl’s sister. Terrany McCloud.”

KIT fell silent, shocked at the news. Wyatt waited, and eventually the program found the voice to speak. **_“When?”_** He asked, in a whisper. **_“When will she get here?”_**

KIT was either pleased by the news…or more likely, Wyatt reminded himself, just eager to get out of the graveyard.

“Today.” The head engineer answered calmly. “She left Katina on a transport with Milo and Dana yesterday.”

***

Terrany could recall waking up in a lot of different places. She woke up in another one now.

It was likely because the seat wasn’t all that comfortable a bed. She opened her eyes and winced at how sore her arm felt.

_My own fault for using it as a pillow._

A quick glance around puzzled her for a bit until her memory kicked in, and she realized that she was aboard a transport carrier, bound to a place that she knew only by the name that Ulie Darkpaw had mentioned: Ursa Station.

It was different to wake up on a transport en route. Not bad. Just different.

The hatch leading on to the ship’s communications array and the cockpit swung open with a groaning creek. The last of her blissful morning blur shattered under the rusty sound. Milo poked his head inside the middle personnel depot and looked towards Terrany. He smiled, and she glared daggers at him. A good way to begin the day.

“Sleep well?” The raccoon asked, twitching his ears. Terrany pulled her jacket off of her shoulders and chest, shivering when the warmth of her makeshift blanket disappeared. She stretched her body out and yawned, popping her claws unconsciously.

“I’ve slept better.”

“After the beating you took, I think you’d have been able to sack out in an artillery field.” He joked, stepping inside. He had a cup of something warm and steamy in his hand. “Here. Have some breakfast.”

“Thank you.” She took it and sipped it slowly. Chicken soup. Delicious. “Where are we?”

“Just outside of the Sector X artificial nebula.” Terrany’s eyes widened, and Milo couldn’t hide his grin. “Don’t worry, it’s safe. Truth be told, the Space Agency only wants you to _believe_ Sector X is dangerous. They might have been paid off to do that, because it’s the best place to hide our experimental program. Arwings tend to attract attention, after all.”

Terrany blinked at the mention of their favored fighter. “That reminds me: How’s your Arwing doing?”

Milo seemed only slightly upset at the mention of his vessel, and more tired than angry. “Ulie’s been burning the midnight oil trying to get it back into shape. The best thing we can do is stay out of the storage bay while he’s making repairs. He’d probably rip our heads off for asking about it.”

Terrany wasn’t sure whether to frown or to laugh. “Does he get grumpy when he’s short on sleep?”

“Ulie sees the X-1 a little differently than we do. To us, it’s a thing of beauty meant to ply the unfriendly skies. Ulie would prefer if it was kept in a glass case for all eternity. But believe me, there’s nobody I’d rather trust to fix my ‘Wing than Ulie. Next to the Engineering department head, he’s the most devoted tech savant we have.”

Milo scratched his chin. “But, he at least told me Odai was intact. I’d feel awful if I lost him.”

“Him.” Terrany muttered, lowering the soup from her snout. “You mean _it._ It’s just a program.”

“Is that how you thought of him when you were fighting for your life?” Milo questioned. “If you spend enough time with him, you might change that opinion.”

Terrany polished off the cup of soup and stood up. “All right. Where’s the head?”

A little deflated, Milo pointed behind her. “Just in the back. It’s on your right.”

*** 

A few minutes later, Terrany came through the hatch up towards the cockpit. Milo craned his head around the co-pilot’s chair and nodded. “Feeling all groomed, are we?”

“Good enough.” Terrany rumbled adjusting her old flight jacket’s sleeves again. Dana Tiger was at the helm as Milo had explained, and offered only the barest grunt of recognition.

The light of Lylat, or Lylus as some still preferred to call it, was in full glory, and where it struck the gases of the nebulous X-shaped cloud about them, a blue-hued glow expanded out. Terrany couldn’t help but stare. “It’s beautiful.” She commented.

“You know, that’s exactly what Dana said when we came here for the first time?” Milo chuckled, dodging out of the way of the tigress’ halfhearted swing. His face turned serious soon after. “Anyhow. Just a fair warning when we land, Terrany. You’re going to get a lot of information thrown out at you in short order. Ursa Station’s a pretty close-knit community, so everyone’s going to know you before you know them.”

Terrany nodded. “I know. That just goes with being the new kid.”

“Something else.” Dana offered coolly. “Rourke’s already scheduled a meeting with us all for later this afternoon. So get cooled off before then.”

A scowl had crossed the young McCloud’s features at the beginning of Dana’s phrase, and had only deepened by the end. “I don’t forgive someone who decides they can threaten my life to get a rise out of me.”

Milo rolled his eyes and shrugged resignedly, seeing no reason to argue the point. Dana cleared her throat and pointed out the transparisteel of the cockpit. “There it is.”

Terrany squinted her eyes and peered out into the shimmering blue dust and gas cloud.

She saw a speck of black kilometers away, and the barest flicker of lights about it.

Unconsciously, her hands came to rest on the seats of Milo and Dana, and she stood between them, watching in awe as the speck became a proud space station.

“It’s three miles wide, a half mile high, and a little rickety…but that’s Ursa Station.” Milo explained, smiling when she didn’t say anything back. “Welcome to your new home.”

***

They’d been cleared for docking minutes before they reached proximity to the hangar bays, and the force shields which separated the pressurized atmosphere within from the cold vacuum of space. Terrany was used to the technology; it had been in use since shortly after the Lylat Wars, but there was something still marginally disturbing about passing through a veil of blue energy and going from void to breathable air in the blink of an eye.

Dana had set her down gently, a motion that seemed practiced to precision, and disengaged the engines. A push of a button opened up the side hatch, and then they had all left the shuttle…glad to be out of it, after the trip.

Terrany couldn’t help but look around the bustling hangar bay. Mechanized dollies carried equipment and parts every which way, and technicians barely gave them a glance, too busy with digging around on the insides of various spacecraft.

None of them, the vulpine noticed, were Arwings.

“Ahoy there!”

Her attention was diverted back to the front. An amphibian jogged over to the side of the transport’s doors and grinned at the three pilots. He was dressed in blue coveralls with countless oil and hydraulic stains, and seemed cheerful enough. “Welcome back, team!” He warbled happily, stuffing a wrench into his back pocket.

Dana grunted and brushed past him, slapping the frog in the side with her tail as she passed. Milo found himself standing alone with Terrany in uncomfortable silence.

“You’ll have to excuse Dana. She’s been flying all night, and probably just took off to get some sleep.”

The toad waved off his apology. “Totally understandable. And is this the infamous Terrany McCloud we’ve heard so much about?”

Terrany narrowed her eyes. “Yeah…but who was talking about me?”

“Us, mostly.” Milo answered quickly, shooting a warning glance in the engineer’s direction. “Terrany, allow me to introduce the brains of this grease pit of a hangar bay: Wyatt Toad. Wyatt, Terrany McCloud.”

Paw shook webbed hand, and Terrany grasped onto her curiosity. “Toad…as in Arspace Dynamics?”

“Nailed it on the first try. Not like it was hard.” Wyatt expanded his throat pouch proudly, then sucked it back in. “Yeah, I’m the grandson of Slippy Toad, the President at Arspace. And yes, my granddad flew with your granddad.”

“I remember.” Terrany smiled. “So do you fly as well?”

“Creator, no!” He laughed nervously. “I couldn’t fly my way out of a paper bag. I just build the damn things. So what do you think about our little project? I hear you’ve already flown in it.”

“I fought in it.” Terrany corrected him grimly. “So you designed the Seraph?”

“Mostly.” The amphibian nodded. “A few systems, though, were developed separately.”

“Then I don’t suppose that you could tell me why the Arwing piloted by my future CO grew two extra pairs of wings and defied every law of physics?”

Wyatt’s eyes went wide. “He did _what?_ ” He uttered incredulously. Milo blanched a bit, and Wyatt coughed, eventually recovering with a shake of his head. “Sorry, sorry. I’m just a little surprised he used it.”

“He tried to blow me out of the sky with ‘it’. So just what did he do?”

“Well, that’s the Seraph’s secret weapon he tried out on you, then. It’s the next generation of G-Diffusion…maybe the final generation.” He rubbed a finger under his chin. “Of course, you’ll get to hear all about this later on today You get to meet your very own Seraph.”

“Looking forward to it.” Terrany replied, a little uneasy at the concept Wyatt had thrown at her.

Milo cleared his throat. “Well, it’s been a long flight, and we’ve got to get Terrany settled in. The General wanted to meet with her as soon as we arrived.”

“Right, right. Say no more.” Wyatt grinned. “I’d best get to the back of the transport. I’ll probably need to give Ulie oxygen, after what that plane’s been through.”

“He’s been pretty edgy, all right.” Milo smiled, strolling ahead of Terrany to show her the way. “But he shouldn’t be. After all, it’s not _his_ plane.”

Terrany followed after her new teammate, and Wyatt scratched the top of his head with the wrench from his back pocket.

“So…she doesn’t know yet.” He mused. He turned for the carrier shuttle and the damaged Arwing it carried, faster than he needed to.

His celerity was prompted by a motivation to be nowhere near the youngest McCloud when she was finally told that her brother was dead.

***

“Reporting as ordered, sir.”

Terrany stood beside Milo in a spacious office decorated with photographs in picture frames, various commendations, and even scale model replicas of Cornerian fighter craft. Milo saluted, and Terrany almost began to do the same before she caught herself.

The move did not go unnoticed by the tightly drawn General behind the desk. According to the nameplate he kept in front of him, his name was General Arnold Grey. Brigadier General Arnold Gray.

He chewed on the stubby end of an unlit corncob pipe and sized up the young woman. “At ease, Milo. Why didn’t you salute, Miss McCloud?”

“To my knowledge, I was kicked out of the Academy. I’m under no military obligations.” She countered crisply, arching an eyebrow as she set her hands on her hips. “Or has that changed?”

“If you mean to ask have you been reinstated, the answer is no…officially.”

The General took his hat off and shook his head from side to side, letting his ears bounce freely. “I’ll let it slide for now. I assume Sergeant Granger’s told you why you’re here.”

“More or less.” Terrany replied, turning her head towards the raccoon and mouthing, _sergeant?_ He shrugged sheepishly.

“Guess I should have mentioned that earlier.”

“Good. Then I don’t have to run you through the recruitment speech. You’ve flown in the X-1: What did you think of its performance?”

“The double hyper lasers as standard equipment threw me for a bit, and you’ve made some modifications in the cockpit; all in all, pretty ergonomic. But why the AI?”

The General motioned to a pair of seats up against his west wall. “Pull those up. There’s some things you need to know.”

Terrany sensed no dark intent in his voice, and so she sat down beside Milo, wondering what he felt like talking about.

The General leaned forward on his elbows and tapped his fingers together. “The Seraphim Project is a small operation that is almost completely funded by the Arspace Dynamics corporation. The military oversight for it is very small; outside of myself, Sergeant Granger, and most of the flight personnel, almost all crewmen aboard this station are civilians.”

“Most of them from the Arspace corporation, give or take a handful.” Milo added calmly.

“The X-1 is off the books and off-record. Ursa Station gave us the secrecy we needed to give it full testing. You asked about the artificial intelligence earlier: Suffice it to say that there are things that the X-1 cannot do without an AI to share the load.”

“Like grow extra wings and bounce around like a ball in a hurricane.”

The General frowned. “Yes…like what your commander did when he decided to test you out. Without the onboard AI, the X-1 could not pull that maneuver off. I’m sure you’ve been asking yourself why you were asked here…”

“I know why.” Terrany piped in calmly. “You needed somebody who could fly these things, but you didn’t want to attract a lot of attention. So you decided to pick up somebody who’d been lost to obscurity; me.”

General Grey shut his eyes. “That helped…but that wasn’t the main reason. And you’d best hear this from me. Terrany, your brother was a part of the Seraphim Project. You’re here to take his place.”

Somewhere in his explanation, Terrany forgot how to breathe. In fact, she forgot about everything except a sudden sharp pain in her chest.

_“…Was?”_ She asked hoarsely.

General Grey’s eyes were still closed, and he nodded. “During a flight test on the outskirts of the Lylat system, we lost contact with him. His transmission, right before it cut out, said he’d been ambushed by unknown targets. We’ve been searching for his Arwing ever since then, but…”

“The General hasn’t declared him dead.” Milo interceded, seeing the panic in her eyes. “We haven’t found him. He’s just MIA.”

Terrany blinked her eyes, wondering why no tears came. “And you don’t think that maybe my mother and I would have liked to know my brother was missing?” Her voice was shaky, but both men could read the rage underneath her skin. Her paws were balled into fists, and her extended claws were digging bloody gashes into her palms. “Wouldn’t that be more important?!”

“We couldn’t. Not now, when the fate of all Lylat hinges on this project.” The General barked, perhaps a bit too callously. “The reason you are here instead of rotting in a Katina farm is because your brother said that only one person he knew might be able to do better than he did, and he was talking about you.”

He puffed his cheeks in on reflex, as if to draw in the smoke of his pipe. A moment later, remembering it unlit, the General swore and shoved his comfort object into a desk drawer, slamming it shut. “Mourn for your brother on your own time. Rest assured, we all have, so don’t try to go high and mighty on us. In the meantime, we’ve a more immediate threat. Whatever attacked your brother was just the scout. Our deep space scanners have been tracking an entire wave of unknown craft, headed straight for Lylat. As of this morning, Ursa Station’s on a wartime footing.”

Milo jerked upright. “But sir, I thought that we…”

“Certain events changed our analysis.” The General interrupted, cutting off Milo’s protests with a tired wave of his hand. “And word’s come down from my superiors: Get the Seraphim Project to launch phase in one week.”

Milo blanched. “One _week?!_ Sir, that’s impossible! Terrany hasn’t even been given the full data on the Seraphs, much less had the time to…”

The General shook his head, not enjoying the frustration he caused. “One week. You’ll make it happen by then. Failure is no longer an option.” He turned to address Terrany one last time. “Your brother left some big shoes to fill here, missy. Don’t disappoint me.”

Terrany was about to open her mouth to speak when the General reached for his hat. “Dismissed.” He ended curtly.

Fuming, Terrany stood back up and stormed out of the office. Milo got up as well, but hesitated so he could give the General a wondering gaze. “What was that all about?” He asked.

The General reached back inside his desk and jammed the corncob pipe in his mouth. “You haven’t heard yet, but Rourke got jumped by an entire fleet on his reconnaissance mission. Unfamiliar design, unfamiliar origin, and plenty mean. The only reason he escaped was that he was able to drop a G-Bomb to clear his way for an FTL burst.” He shook his head gravely. “Skip didn’t have a munitions payload when he was ambushed two weeks ago.”

Milo managed to look irate without being indignant. “And you couldn’t think of a better way to tell her the news? You came off callous and insensitive, which I know you’re not.”

“We don’t have the luxury for my usual coddling and grieving, Sergeant.” General Grey remarked wearily. “As much as I’d like to give her the time to grieve, I can’t. And I’ve looked at her file. If pissing her off will make her focus on the job at hand, then I’ll be the toughest screw who ever turned in her direction.”

The General stood up and turned about to look at a model of the SFX Arwing from nearly eight decades prior. “Get her to her room. Then get her down to the hangar. Skip believed she might be able to do what nobody else could. It’s time we found out.”

***

The chime on his door was going off. Incessantly.

Rourke O’ Donnell reached for a blaster at his waist that wasn’t there, then remembered where he was and closed his eyes again. Maybe if he didn’t answer, the moron on the other side would get the effing hint and leave him be.

The door stopped chiming, in what could either be half a minute or three. That was the thing he liked most about sleep; you had no real awareness of the passage of time. Relieved that the noise had stopped, he made the mistake of allowing himself to relax.

It made the intruding chirp of his communicator all the louder. Rourke bared his teeth and let out a frustrated scream, slamming his fist hard into the wall above his bed.

The chirp went off again; someone had texted him.

Rourke hated texts.

“Sleep? No, we don’t need sleep here.” He mumbled lowly, stretching his fingers out until they wrapped around the offending electronic device. He forced his blurry eyes to focus on the screen.

**_From: Dana_**

**** _OPEN UR DOOR_

Rourke ground his teeth into the inside of his mouth, drawing blood. He settled the comm against his chest and began pushing in the buttons as fast as his thumbs could manage.

**_To: Dana_**

_Piss off and learn how to spell._

He sent it with a definitive click and shut the device off, just to make sure she’d get the hint. Naturally, she didn’t.

The door opened, jimmied to its unlocked position by the technological wizardry of his flight’s only female…well, formerly only female…member.

“You’ve got two seconds to shut the door and leave or I smother you with my pillow.” Rourke mumbled, cross but too tired to make the threat carry any weight.

Dana flounced in and let the door shut behind her, throwing the room back into blissful darkness. “Rise and shine, sir. The day’s half gone.”

Rourke kept his eyes shut. Maybe she was all some sick dream. That’d be hilarious, if he couldn’t even find peace in sleep. Par for the course. “Your point? Get some sack time, Tiger. You need it just as much as I do.”

“I put in a few hours. I’ll live.”

Her weight settled onto the springs of his mattress, and Rourke felt that fuzzy part of his mind start to drift completely away. “I came here to look at you.”

“You’ve looked. Now get out. Meeting’s not for…” He opened one tired eye again and looked to his alarm clock. The calculations took longer than they should have. “Four hours, right?”

“Three, sir.”

Rourke exhaled a lungful of air out of his throat, making a sound between a growl and a groan. “Fine. Then I’ll see you in three hours.”

“The infirmary said you didn’t report for treatment on that injury of yours. I’m just following up on it.”

Rourke didn’t move. Dana’s voice turned stern. “I could have the General order you to the Infirmary, if you’d prefer that.” He finally acceded to roll over on his back to look up at her.

Rourke shoved his arm up towards her, allowing her to see the thick bandage about his wrist. “Happy?” He asked darkly.

Dana’s fingers were light as they traced across the injury. She undid the edge of the covering and peered underneath it with the aid of a penlight. “Second degree burns.” She noted. “And you didn’t have this looked at?”

Rourke tensed every muscle in his body as he yawned, then relaxed. “Some of us don’t run home crying every time that we scrape a knee.”

Dana rolled her eyes. “You’re not invincible, sir.”

“Don’t call me that.”

“Why shouldn’t I?” Dana shot back. “You were given command of this flight after…after…”

She turned her head away, unable to finish the sentence. Rourke knew full well why she couldn’t.

He turned her head back around to his with his other hand and nodded. “If I don’t take the job, then it means that I haven’t given up on Skip coming back.”

“But you did take the job.”

“You know what I mean, Day. Sheeze.” The wolf pulled his hand back and rubbed at his eyes. “You do realize I’m not wearing a shirt, right?”

For the first time all visit, Dana allowed a smile to come to her face. “Oh, I’m well aware. I’m actually enjoying it right now, so don’t spoil the moment.”

“So you’re playing nurse with me then, huh?” He teased her.

She slapped his chest lightly, still smiling. “Don’t get any ideas, O’Donnell. You can look…but only one man can touch.”

Rourke harrumphed instead of laughing and let his head roll to the side, focusing on the remains of the fuzz in his brain instead of the rather pleasant sensation of her fingers on his arm. “Yeah.” He decided to change the subject. “So how’s psycho girl? Is she settled in?”

“I got off the horn with Milo just before I arrived here.” Dana replied, adding a dab more moisturizing antibiotic to the scar and sealing the bandage. “She was going to go meet KIT. What I don’t see is how she’ll do any better than Skip.”

“Who knows?” Rourke shrugged, taking his arm back and folding them behind his head, flexing his pectorals for her straying eyes. “Maybe they’re hoping she’s just crazy enough to be able to understand it.”

***

_Hangar_ _Bay_ _1_

“Thanks, Milo. I’ll take her from here.” Wyatt finished with his usual smile. The raccoon gave Terrany one last nod and another reassuring smile, then turned and walked away. The green-skinned amphibian nodded to her and rested his clipboard against his side. “Well, let’s get going. It’s time you met your own Arwing.” Terrany’s face remained stern as they started walking.

Wyatt seemed amiable enough, but Terrany’s mood had kept him from getting too close.

“So…how did the meeting with the General go?”

“Oh, fine.” Terrany remarked acerbically. “I just found out my brother’s probably dead, though. That seemed to put a damper on things.”

Wyatt exhaled. “Well…at least you know now. It’s better you found out from him, instead of having it slip out later.”

“How is it better, Wyatt?”

“Well, for one, I can give you the straight truth without worrying you’ll tear my head off.” The frog joked. He turned his head forward and kept walking. “Now, then. While I’m taking you to your Seraph, any questions?”

Terrany and Wyatt maneuvered around a Dynamo fighter whose entire nose assembly was being refitted. The Hangar Bay, it seemed, was more of a mechanic’s workshop than anything. She put a hand on her head as she ducked under a girder being transported across the space. “That trick with the extra wings…what is it?”

“Remember what I said earlier about the next generation? That was it, Miss McCloud. G-Diffusion gives an Arwing exceptional maneuverability. What the Seraph has is the ability to ignore gravity and inertia completely. We call the system that powers that transcendence the _G-Negator._ ”

Terrany whistled. “If I hadn’t seen it, I wouldn’t have believed it. But how can you fly like that? Rourke was bouncing around so fast, I couldn’t follow him, much less move at those speeds.”

“That’s where the Seraph’s other major modification comes in.” Wyatt went on. “You met the onboard AI, correct?” Terrany nodded. “We call them ODAI: Onboard Diagnostic Artificial Intelligence. A descendant of past ship’s navigational programs, they’re hardwired into the Seraphs. As far as the schematics show, Odai’s there simply to maintain the Arwing’s operations and occasionally offer advice. What we kept hidden from the blueprints was that the AIs were designed to interlink and synchronize with the pilots.”

Terrany stopped and turned him around. “Wait…is that even possible?”

Wyatt tapped on the top of his head. “When you put on Milo’s helmet, you noticed the metal bumps that went along your scalp, right?” Terrany did remember that. She’d thought it odd at the time, but now…

“Those are like some kind of…input device?”

“No, not an input. It’s like…well…” Wyatt wiggled his free hand off to the side of his head, searching for the words. “It’s more like a standard OS setup with multiple processors. One must always be the master drive, the controller, and the others are the ‘slave’ units, right? Same thing. In this case, the pilot becomes the master CPU, and Odai and the Arwing becomes an extended brain, as it were. Outside stimulus is cut off, and then you start thinking as fast as your machine does…lightning fast, with near instantaneous response time. That’s how Rourke can control the Negator Drive so successfully.”

Terrany gave her head another shake. “Seems like science fiction.”

“One hundred and fifty years ago, lightspeed was considered a fantasy.” Wyatt remarked glibly. “The only thing that separates dreams from reality is how much effort one’s willing to put into making it real.”

They came to an open stretch of metal plating, and Wyatt stopped walking. “We’re here.”

Terrany glanced around. “Really? Does it turn invisible as well?”

Wyatt snickered. “Ye of little faith.” He dug into his pocket for a moment, and took another look at her feet. “Back up about…oh, fifty centimeters, would you?”

Terrany did so, but wondered what he was driving at. He pulled a compact device with a single button out of his pocket which very much resembled a garage door opener.

He pressed it, and the floor where Terrany had been standing moments before began to pull away, retracting on rails. Just as the hatch finished opening, she heard the sound of a hydraulic lift pushing something up from the darkness below.

She remembered something her father had said once when she and Carl had been children. Perhaps it was because of the loss of her brother that she’d thought of it, or perhaps it just seemed right to think of it then. No matter what, her father’s comforting words, long torn from her mind, finally rang true.

_No matter how many aircraft you fly, you’ll always love one the most. You’ll know which one it is the moment you see it, too. You’ll look at it and realize, “This was made for me.”_

The Seraph Arwing that rose from the storage space below was physically the same as the others that Dana, Milo, and even the mysterious Rourke flew.

She still knew it was different, because it was hers.

It easily dwarfed them as the lift finished loading it into place, and Terrany realized with her sharp hearing that all the other noises about the bay were subdued, save for turning heads.

Wyatt put the remote away and crossed his arms. “This…was the prototype for the X-1 series. Everything in its physical design was used in the others, but one component received a radical change.”

Terrany couldn’t break her eyes from the sleek silver and blue craft. “What was that?”

Wyatt cleared his throat. “The AI.”

“What, the other ODAIs are more advanced?”

Wyatt scratched the underside of his chin hesitantly. “Actually…less.”

The Seraph Arwing sat powered down and motionless, and Terrany took a step closer to it. “What do you mean?” She asked, curious but too drawn in to be worried. “All the ODAI are the same, right?”

Wyatt shook his head. “Every pilot’s ODAI in your flight is a little bit different. They’ve evolved alongside their pilot. But they share one thing in common; they were programmed to support the ship’s systems more than the pilot. The AI in this thing was made for more.”

Wyatt walked over to one of the Seraph’s support struts and leaned against it; an easy enough feat, given the one and a half foot meter clearance underneath the fuselage. “The one in the prototype was called KIT: Katina Interpersonal Technoform.”

Terrany rolled her eyes at the mechanic and reached for the hatch on the side which would release the collapsible stairs. “Your idea of a name?”

“No. It came to us that way. I’m great with machines, but the finer points of heuristic programming were never my strong suit. A smaller subsidiary R&D lab from Katina said they’d been able to duplicate the personality and combat expertise of one of the Starfox Team’s members from the Lylat Wars. We were skeptical, at first, but the need was there: The G-Negator wouldn’t be feasibly possible without the edge that an interlinked AI offered.”

Terrany froze. “Duplicate…which one?”

Wyatt laughed. “Relax. It’s an artificial construct. But we asked ourselves that. We figured they called it KIT for a reason…and given its personality traits, you can assume that it’s a rendition of your grandfather in there.”

Terrany grinned; flying with Odai had been a chore, but the chance to step into the cockpit and have the aid of a digital duplicate of her ancestor? And the one she took after? Oh, it was shaping up to be quite enjoyable.

“Well, what are we waiting for? Let’s power it up!”

“Hold on there, sport.” Wyatt chortled good-naturedly. “We’re not authorized to launch for training missions until tomorrow… _after_ your full technical briefing. All I’m doing is introducing you to your partner in crime.” He waved a hand up to the cockpit and whistled. “Seraph Prototype, Command Code Zero-Two: Initiate main processors and prepare for New Pilot Entry. Voice Authorization Toad-Zeta.”

The auditory sensors of the craft picked up the calm and crisp words and responded smoothly, extending the titanium ladder the rest of the way down and opening the shielded canopy over the cockpit.

Terrany shimmied up the ladder like an excited pup, and slid inside the cockpit.

The Diagnostic panel on her lower right lit up, and displayed its prompt.

**Please Enter Pilot’s Name.**

“Terrany A. McCloud.” She spoke confidently.

**Error. Please use manual entry.**

Slightly deflated, Terrany dropped her hand down to the keypad and typed out her name.

**Name accepted. Please look straight ahead and maintain proper posture.**

Terrany blinked a few times as she followed the advice, and was rewarded with an illuminated answer, and the blindness that came with it, when an internal camera flashed a snapshot of her for its digital registry.

**Photo and name on record. Please hold. Final initialization commencing.**

Terrany relaxed in her seat, and Wyatt whistled up to her. “How’s it going?”

She leaned over the side of the cockpit’s edge and looked down. “It’s just finishing the registration.”

**_“Correction: Finished.”_** Came a new and rather distinctively brusque voice. **_“So…Terrany McCloud. It’s nice to meet you. Too bad about your brother, though.”_**

There was no sympathy in the voice, but there was more than a hint of sarcasm.

It felt like a slap in the face. “Excuse me?!” Terrany stammered, when her voice came back to her.

**_“I heard he died. No skin off my nose.”_**

“What the Hell is wrong with you?” Terrany demanded angrily.

KIT seemed to laugh a little; a disturbing nosie, compared to how calm and perfunctory the ODAI in Milo’s Arwing had been. **_“Oh, that’s the beautiful thing: Nothing. I am as I am. Well, I think so, anyhow…though it’s been eight months since I’ve seen the light of day, so who knows? I might have changed.”_**

Terrany wanted nothing more than to punch him, but of course, Kit wasn’t a real person. He was just a program.

An asinine, possibly deranged program.

She leaned over the side of the Arwing again and whistled at Wyatt. “Are you sure this thing’s safe? It sounds like it’s unstable!”

**_“You know, it’s impolite to talk about people when you’re sitting in them.”_**

Wyatt examined the readouts on his datapadd and shook his head. “Everything checks out. Kit’s running normally.”

“Normal for who?” Terrany muttered, sinking back into the pilot’s seat.

**_“So. They tell me that you fly. Just how good are you?”_**

“I was near the top of my class at the Academy in flight performance before they booted me out.”

**_“In other words, not good enough.”_** Kit remarked glibly.

“I’m a McCloud. I’m plenty good enough.” Terrany growled at the computer.

KIT snorted. **_“Yeah. So was your brother. But he couldn’t hack it.”_**

Terrany pursed her lips, and traced a finger along the control yoke. “He…flew you?”

**_“Not well.”_** KIT seemed morose to consider it. **_“So what makes you think you can do any better?”_**

“You’re forgetting that this is my plane.” Terrany shot back.

**_“Nope. It’s mine. I’m the one hardwired into it, so I’m pretty sure I have squatter’s rights.”_**

Terrany let out a groan and ran a hand through her hair. “You’re impossible.”

**_“I’m the best.”_** KIT quipped. **_“So. How’s the others? Dana, Milo, Rourke?”_**

“I wouldn’t know. I just met them today.”

**_“Hmmph.”_** KIT exhaled. **_“None too happy, I’d wager…except for Rourke, maybe.”_**

****

Out of everything KIT had said, nothing had been as curiously startling as that one last nugget. Terrany sat up a little straighter and looked down at the display panel. “…What makes you say that?”

**_“Rourke O’ Donnell was second in command of the flight. Without Skip in the way, he’d naturally be put in charge. Just like he always wanted.”_**

Terrany’s vision went red. “Second in comm…You said his last name was…”

**_“O’Donnell. Of the Star Wolf O’Donnells? I figured you’ve heard of ‘em.”_**

When Terrany didn’t say anything, and KIT registered that the aircraft was suddenly almost fifty kilograms lighter, the AI realized that she had indeed heard of them.

Wyatt bared jumped out of the way with a surprised croak before Terrany made the landing from the cockpit high above. She didn’t waste a single moment on explanations, and just started running.

Wyatt’s watch went off, and he remembered that he was supposed to tell her she had to start up towards her meeting with Rourke and the team.

As he turned to look up towards the Seraph with KIT in it, Wyatt realized she was already well on her way.

The look on her face indicated it wouldn’t be a productive meeting.

***

Rourke was just finishing his warmups with Dana and Milo when Terrany came storming in. The wolf cinched his cloth belt a little tighter around his loose-fitting leggings and nodded at her. “Terrany McCloud, I presume?”

Terrany took in the sight of him.

Gray fur. Hard eyes. An egocentric smile. Dominant posture. And dressed in, of all things, an outfit which made him look like he’d stepped out of a martial arts flick.

“Rourke…O’Donnell.” She answered in turn.

Rourke narrowed his eyes. She was tense. Most likely angry. That could either be a benefit to the exercise or a hindrance.

She stared at him for a few moments more before looking about to address her surroundings. “Odd place for a meeting.” The fox ventured grimly. The padded floor and walls were definitely different from the rest of the metallic environment of the space station.

“There’s a concept I follow. You can get to know a person through how they fight.” Rourke elaborated. “We meet in here and practice CQC—Close Quarters Combat—to understand one another, and to build team unity.”

“Well, I don’t think I need to fight you to understand you, pirate.”

Milo drew a hand over his face, stifling a disapproving groan. Rourke’s lip twitched for a moment, but he kept his cool.

“Oh? Well, try me anyhow. I’ve seen what you’re like in the air. Now I want to know how you fight when you don’t have a deflector shield and two inches of poly-duranium armor around you.”

Normally, Dana and Milo would begin sparring, but the two found that it was far more interesting to watch the conflict unfold between Rourke and Terrany. Or perhaps, they could argue, they were merely standing by to break the two up if it got out of hand.

The way it was looking, there was no question it would.

Terrany threw off her flight jacket and stripped down to her athletic T-Shirt, keeping her pants and boots in place. Rourke sized her up, keenly aware of his less protective tunic and leggings, and more so of his bare feet.

“I usually let my opponent decide the rules. So what’ll it be? Time limit? First blood?”

Terrany began to stretch out her arms and legs, and affixed him with the strongest glare she could. “How about I keep pounding on you until you beg me to stop?”

“Terrany, be serious!” Milo protested, ever the ignored voice of reason. “He’s your commander!”

“And probably as giddy as Hell that all he had to do to get there was wait for my brother to die.” Terrany snapped.

Rourke’s foreclaws came out for a second before he retracted them, and his sense of reason and sympathy sublimated away. “Until I’m begging you to stop?” He mused quietly. “Well, all right. It was your choice.”

Terrany lowered herself into a ready posture and steeled her arms. She hadn’t gone through 3 years of self-defense classes and 2 years of Academy combat training to plant flowers. By the time she was finished with Rourke, he’d be the one who was pushing up daisies.

Rourke, in spite of the casual readiness she displayed, just stood there with his legs spread slightly apart and his hands palms open and down, by his waist. “First move goes to you, kid.”

She charged at him like a train on the rampage.

***

Her blows came fast, showing experience and confidence behind every punch, elbow slam, and high kick she mustered. Speed was something that the McClouds had always carried, and she briefly entertained the notion of somehow disappearing and reappearing on the other side of Rourke, having dashed through him with a punch.

Of course, that was mere fantasy. The truth, for however enjoyable she might have found the idea of a vanishing dash, ended up being more satisfying.

Until she realized he was keeping up.

Rourke put his muscles to their full potential, turning aside her fierce strikes with iron determination. “Good form,” Rourke exclaimed between his blocks, “But a little too rehearsed. I didn’t figure you took the Academy basics to heart like that!”

Terrany slowed the attack for a moment, then redoubled her efforts. “Use what’s useful!” She countered, bringing her foot up and across to strike at him.

Rourke easily weaved underneath the blow and struck her leg with a backhand, spinning her off balance and into a jumping roundhouse kick she wasn’t ready for. He caught her and threw her flat on her back with only a small grunt for her trouble.

“There’s a time and place for methodical Katras.” He began, stooping down beside her so his knees were even with his chest. “But you can’t use them exclusively. You have to find variation, style, or else…you’ll end up lying on the ground, wondering what happened.”

Ordinarily, anyone would take those calm words of wisdom at face value and realize that Rourke O’Donnell was attempting to teach them something.

Not Terrany McCloud. Letting out a frustrated scream, she lashed out with a devastating right cross. Rourke leaned backwards fast enough to make his knees crack, and flung himself into a backflip.

Both Terrany and Rourke came up on their feet, and the leader of the squadron resumed his easygoing posture. “Oh, so that’s how it’s going to be?” He seemed disappointed. “Did you ever think of talking instead of fighting?”

“I’ve got nothing to say to you!” Terrany howled back, and finally connected with a hook that sent his jawbone screaming out of place.

Rourke reeled back a few steps and wiggled his musculature until he felt his jaw snap back into alignment. It still hurt to move, so he kept his mouth open just enough to murmur things. “Apparently, you do. What’s your beef, McCloud?”

“Were you happy when it happened?!” She demanded, raking her claws down over his arm as he overextended after another block. Rourke’s face tightened, but otherwise showed no outward signs of rage. “Oh, maybe you just like seeing McClouds _suffer!_ It must run in the family, huh?”

Rourke slammed his palm into her chest with a straight blow, knocking her backwards and conveniently blowing the wind out of her lungs. As her eyes misted up in pain and she coughed for breath, Rourke took a moment to rub at his sore face…ignoring the long scars on his arm that were now dripping blood on the mattress-covered floor.

“Quite a mouth you’ve got.” He mused. “I think I’ve got a right to be peeved, though. You don’t know who to blame for Skip. I’m just a target of convenience.”

Terrany panted, somehow managing to rise back up to a posture that was only partially slouched. “…Bastard…”

Rourke watched her for a few moments more, seeing something in how she held herself that betrayed her rage. “Be honest with yourself, kid. You’re upset about your brother Carl, but you’re not _angry_ about it. So tell me, what’s knotting your fur worse; that I attacked you, that I beat you, or that I’m an O’Donnell?”

“If I said…all…I’d pound you just the same.” She gulped in a few more painful breaths of air and resumed her stance. “But there’s no way in Hell that I’m going to fly…under someone who attacks his teammates for kicks!”

Weakened, her last assault didn’t stand a chance of working. She charged anyways, a testament to the blind rage that simmered inside of her.

Rourke ignored the singing pain in his jaw once more, and braced himself. When she came close enough with her charging punch, he sidestepped the blow, pulled her forward, then picked her up into the air and slammed her flat on her back.

Terrany discovered a whole new world of pain in that instant, and before she could react, his hand found its way to her neck, pinching down on something hard enough to make her want to scream. Of course, she had no air to scream…

And worse, she realized, she suddenly couldn’t move anything below her chin.

Rourke leaned his head down beside her ear, and his hot breath tickled her fur. “Don’t like my methods? Tough. Want to get angry about things? Fine. But get one thing straight. Skip’s gone, and you’re still here. Like it or not, you’re on this team. And I’m the one who gives the orders.”

She wheezed for a moment more, and Rourke decided to add insult to injury. “Oh…This CQC training we do? It wasn’t my idea to begin with. It was Skip’s.” Her eyes widened, and Terrany began to open her lips to speak.

Not waiting for a response, Rourke squeezed the nerve harder, and Terrany blacked out.

Rourke pulled himself back up to his feet and mustered a stern glare for his two other wingmen. “Meeting over.” He announced coolly. His eyes flickered to Dana’s stunned, slightly horrified eyes. “Take miss wild thing back to her room. She’ll need to sleep it off.”

Milo folded his arms. “You know, Rourke, I haven’t seen you use that trick in forever. I’m curious; where’d you learn it?”

“From watching old TV shows.”

“Seriously?”

“No. I just decided if you were going to keep asking, I’d give you an answer. Didn’t have to be the right one.”

Dana grunted as she hefted Terrany up over her shoulder, and Milo looked over. “Heavy, is she?”

“Compared to dragging you back to barracks after a night of carousing, Granger, she’s a feather.” Dana threw Rourke one last concerned stare. “You’re going to get yourself checked over in the Infirmary this time, right?”

“If it means I’ll be able to sleep tonight without being bothered, yes.” Rourke admitted wearily. Dana smiled sympathetically, then tugged Terrany off and out of the rec room.

Rourke walked over for the towel rack, limping along as the fight’s drain finally caught up with him. “All right, Granger. You’re the soul of this outfit. Go ahead and tell me that there was a better way to do that.”

Milo considered the entire day for a while, then shook his head. “No. And I wasn’t thinking about that, to begin with.”

“Well, you were thinking about something. You had that glazed look in your fidgety eyes.”

The ring-tailed raccoon paused for a moment, then smirked. “I was remembering how Skip did almost the same thing to you when you first joined up.”

Rourke pulled the towel off of his sweat-matted headfur, and looked back at Milo with a dry smile. “Yeah…I suppose he did.” The smile vanished almost as fast as it had come; It seemed to the raccoon that O’Donnells had a tradition about never smiling.

“One week.” He scrubbed at his arms furiously, a futile effort given how mottled with blood his reddening gray fur was.

Milo nodded. Rourke pursed his lips and exhaled, and the weight of their situation settled on his shoulders once more. “I need to get drunk.”

“Shaker’s?” Milo requested eagerly, naming the station’s only establishment of ill repute.

Rourke nodded and flung the bloody towel into the laundry hamper in the corner. “Shaker’s. You’re buying.”

“Well, how generous of me.” Milo teased his CO, following after him as they stepped outside and into the station’s corridors. “Maybe next time I can hold Terrany down while you beat the piss out of her.”

“Watch it, Granger.” Rourke growled warningly.

The raccoon managed a grim, understanding chuckle. “Aye aye, sir.”


	6. Unwelcome

**Summary for the Chapter:**

> In which Terrany learns that it takes more than being a hotshot pilot to be a member of the team...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER SIX: UNWELCOME

**(From The Engineering Notes of Wyatt Toad)**

**The Arwing-** **A high performance aerospace fighter/interceptor produced by Arspace Dynamics, the Arwing is easily recognized by its sleek silver and white fuselage and wings, and the blue G-Diffuser units connecting them. The Model 1, or SFX Arwing, boasted a top atmospheric speed of just above Mach 4. Later Arwing models increased the output and number of G-Diffuser units, allowing the Model C, as used during the Aparoid Wars, to momentarily hover at standstill. The latest incarnation, the X-1 “Seraph”, is said to have even greater potential.**

**Throughout its 75 year service, the Arwing has remained among the elite aircraft in both air and space.**

**_(Wyatt’s Personal Margin Scribblings)_ **

**_“The old flight vids don’t lie: The SFX was a crotch rocket, an absolute screamin’ demon! But by the time they got to the model C and up to the K, almost all of that speed advantage had been sold off for other attributes. When we start building the X-1, I swear that thing’s going to reach Mach Six, OR ELSE! This thing’s gonna be built for SPEED!!”_ **

* * *

_65 Corneria Units (9 Billion, 765 million kilometers) Beyond the Rim of Lylat_

_Three Days Later_

They came from the darkness, a grand armada of flickering lights among the void dotted only by far distant stars. On occasion, a stray comet would streak within range, and just as quickly as it appeared, was shot apart by the turbolasers along the front of the capital ships.

They had traveled for nearly two months to cover the insurmountable distance between their home and this place. Not a soul among them would have done so of their own choice or volition; they were not a spacefaring people.

What they were was the farthest thing from explorers. They did not come for riches, or to conquer and subjugate.

Aboard the grandest ship of the thousand or so capital ships, frigates, and carriers that had come, the commander of the fleet stared out of the window to the nearest star in sight. Lylat, visible as a glowing blue point twice as large as any other in interstellar space, tempted and beckoned.

They were warriors, and they had come to destroy. As it had been commanded, so they obeyed. They would be the first wave, the shock force. A second fleet was at their heels and still streaking through the cosmos at breakneck speed.

_"We are ready for the jump, sir."_

The fleet commander turned his burning eyes from the hated orb of Lylat and gave the order. In a flash of light and the barest pinprick of an explosion in their wake, the massed force vanished and shot off ever closer towards Lylat.

And this time, unlike other invasions that had come to Lylat…

Nobody had any idea just who they were.

***

_Sector X_

Sector X remained a nebulous cloud of luminescent gas and particulate dust. It was listed as a hazardous region by the Cornerian Space Agency, and thus remained far from the usual shipping lanes. Some astrophysicists had postulated that there might have been untold riches of mineral deposits in the nebula, but the scattering effect that the dust had on radar always proved to be too dangerous.

Those same conditions were what made the sector perfect for a combat simulation course…and for the four Arwings that were flying over it.

A bank of antiaircraft turrets slid out from the walls, firing as soon as their breeches cleared their obstructive holes. There was a pause for a moment, and then a massive sphere of green laser energy rocketed down on top of them and exploded, ripping them apart.

Rourke toggled the intercom switch on his helmet. “All right, kids. Time to light it up!”

Flying at the high rear position of their foursome, Dana Tiger toggled her own squawk button. “This course is set to a raiding simulation, Terrany; keep the wings locked in interceptor mode and don’t stop until you reach the end.”

With Rourke in front and down low, Terrany occupied the middle left slot of their sloped diamond formation. “Got it.” She glanced down at her radar and noticed several new blips. “I think we just got noticed. I’m seeing bogeys closing in fast.”

“Copy that.” Rourke responded, calm as ever. “Dana, Milo, you’re on cleanup.”

“Roger, chief.” Dana and Milo pulled their Arwings up for the skies, and the inbound fighters.

“Terrany, you’re with me.” Rourke added calmly.

“All right, I’m with you.”

**_“You mean,_** _we’re **with him.”**_ KIT interjected, after she released the talk toggle. She wrinkled her nose and ignored him.

“Field lesson, McCloud.” Rourke O’ Donnell announced, strafing a line of mounted plasma mortars with several quick bursts of blue laserfire. “G-Bombs. Can you use ‘em outside of Merge Mode?”

Terrany lined up her nose and blasted away a tower turret taking aim at him. “You can, but they’re just like Smart Bombs then. Although, Wyatt said he’s been working on a way to charge the G-Bomb’s capacitors regardless.” She finished the sentence by barrel rolling to deflect a barrage from the next set of turrets that Rourke had missed. She dove down afterwards and released the trigger, blanketing them with an explosion of green light. “You missed that one.”

“Don’t get cocky.” Rourke criticized her. “You’ve got enemies on your six!”

The Arwing shuddered from the impact. **_“Jeez, McCloud, you’ve gotta start watching your surroundings more! Stop your tunnel vision!”_**

Terrany threw the Seraph into a loop and came around behind the set, blasting them apart with a wild spray of laserfire. “You know, I’m beginning to miss having Odai around instead of you?” She snapped to KIT. “At least he knew when to shut up!”

It had been a long time since her humbling sparring match against Rourke, and while she had taken the bruises of it and accepted Rourke’s command, it had nonetheless put a sour mood over everything.

No, that wasn’t quite true. It wasn’t Rourke’s fault. Her brother was dead. There was an invasion fleet of unknown strength and power flying straight for Lylat. And they were halfway through the week that the iron-fisted General had given them to get Terrany up to speed. Everything contributed, even KIT, who was so sure of himself that he insulted her every chance he got.

Another blast of red laserfire slashed across her Arwing’s nose, and the shields shuddered from the impacts. Terrany swore and dove lower to avoid the rest from the new aerial threat.

**_“Well, you got your wish, kid.”_** KIT remarked icily. **_“I shut up and didn’t warn you. Was it everything you ever wanted?”_**

“I hate this place.” Terrany muttered under her breath, and kicked the boosters to catch up with Rourke.

***

Above the simulated ground of the course, Dana and Milo found themselves locked in a dogfight and outnumbered twelve to one. Those odds would give one pause, but as Milo reminded himself after lining up another victim in his gunsights and ripping it apart with a well placed burst, Arwings had the habit of defying the odds.

The fact he was flying it helped too.

“Milo, go to Private Channel Theta.”

“Roger.” Milo cleared his throat. “Odai?”

_“Active, sir. What is your request?”_

“Switch our comm frequency to Channel Theta.”

_“Acknowledged. Channel switched.”_

“You’re a marvel some days, you know that?” Milo smiled, locking onto a set of three fighters and shooting a laserlocked burst after them. “Thanks, Odai.”

_“Thank you, sir.”_ The calm, near monotone voice replied. Milo reached his right hand up to the side of his helmet and toggled the talk button.

“All right, Dana, what is it?” In spite of the clustered airspace, Milo remained cool and collected.

His wingman paused for a moment before speaking. “Terrany’s not doing so well down there.”

“You expected any different?” Milo asked. “She’s not the same McCloud who flew against you back on Katina.”

“Why? What’s different about her?”

“She’s the only McCloud.” Milo pointed out, veering away from the falling debris of the trio he’d roasted seconds before. “It’s hard to fly free when you’ve got that much weight.”

***

“Inbound assault carrier! Watch your thruster output!” Rourke barked.

A massive green and white ship four times as large as the Arwing came down in front of them, wiggling its side pods tauntingly before opening the doors and spewing out a barrage of missiles.

Rourke was the nearest target, and most of them locked onto his Arwing with a vengeance. “Rolling it!” He snapped, spinning to the side and narrowly avoiding the first explosions. More of them kept coming, and Terrany lined up her crosshairs on the next wave.

“Easy, I’ve got you covered…”

She saw the inbound red laser blasts in slow motion, but still couldn’t move fast enough to prevent the carrier’s barrage from riddling her shields. The shield gauge dipped down to 79 percent, and Terrany swore. “Damn it, I’ve got to break off!”

“ _Say what?!”_ Rourke exploded over the commlink. “McCloud, where’s my covering fire? I’m getting…ungh…torn to pieces here!” His complaint was justified; there were so many explosions going off around him that Terrany had trouble making out the battered and buffeted Arwing underneath. “I need that covering fire!”

“Negative, lieutenant!” Terrany reiterated for her flight leader. More laserfire streaked around her and pounded into her shields, and she spun into a barrel roll to deflect the next salvo. “That thing’s got me dead in its sights, I have to disengage!”

**_“That may be the most cowardly thing I think I’ve ever heard someone say.”_** KIT remarked bitterly. **_“The Hell you are, you stick with him and you duke it out with this thing!”_**

Terrany’s fur bristled, and she gripped the control stick tighter. “I don’t have a choice, flight regulations specify…”

**_“Screw the regs!!”_** KIT exploded, shocking her with more ferocity than she knew an AI could ever possess. **_“You’ve always got a choice, and you’re going to stick it out and finish this!”_**

Rourke finally came out of the miasma of explosive plasma, one wing completely sheared off and the stub singed beyond recognition. “Damnit! Granger, Tiger, I’ve lost a hyper cannon. We need support _now!_ ”

Terrany pulled back on the stick and went vertical, pulling out of range of the carrier’s guns. “I’m disengaging; maybe I can make another pass at it from above!” The laserfire finally drew away from her, to her relief, but found an easier target with Rourke in her place.

“This is Granger, I’ve got a bead on the conning tower.” Milo’s voice came over the radio. Two Arwings shot by Terrany with a small shockwave, jostling her own aircraft as she brought it around. “Dana, cover me!”

The carrier fired a barrage of missiles at Milo and Dana while keeping Rourke pinned down with its front-facing laser turrets. Terrany was turned halfway about for her own dive, and was able to look out and watch the attack.

Dana swung circles about Milo, shooting down one projectile after another with a storm of wild shots, but she couldn’t hit them all. The ten or so missiles that made it past her attack exploded around them and jarred the two Arwings. In spite of the storm, Milo somehow realigned himself with the barest nudge, with no sense of panic at all.

“Target’s good…” Milo’s calm voice came over the comm, smoother and almost dull in comparison to how it had been before. “Taking the shot.”

The brilliant light of a Smart Bomb blasted out from the launcher underneath his Arwing and soared down with perfect aim, colliding against the control center of the attack carrier and enveloping the upper quarter of its mass in fire.

“Great shot, Granger!” Dana whooped. Milo himself was silent, though, and soon Terrany realized why he wasn’t basking in the glow.

When the fireball evaporated away, the carrier remained defiantly flying, a little singed around the edges, but otherwise intact.

“Thought so.” Milo finally spoke. “It’s got particle shielding. So much for the easy solution.” In response, the carrier unloaded another barrage of missiles up towards them, and all three of the Arwings above scattered away from the explosions. “Rourke, what’s your status?”

Below them, soaring only fifty feet above the metallic plating that acted as the ‘ground’ for the simulation course, Rourke struggled to keep his Seraph flying level. That was no easy task when one wing was sheared off. Without the extra stabilization, the G-Diffusers couldn’t maintain even pitch. “I’m having some trouble here, but I’m beginning to get a feel for this thing.” Rourke grunted, jerking the sluggish craft away from another spread of laserfire. “This thing must be based off of the old historical record, because it looks and fights like the warship that attacked Corneria in the Lylat Wars. Milo, you confirmed it’s blast shielded, right?”

“That’s affirmative, sir.”

Rourke’s Arwing rocked from another blast, and he swore. “I’m at thirty-two percent shielding. All right, here’s the plan. Resume normal formation and follow me in. When it opens its launch doors to fire its missiles, we should have a slim window of opportunity to land a few hits. Its skin may be ray-shielded, but I doubt the inside of its knuckles are!”

“Roger that, sir.”

“Coming about on your six!”

Terrany dove after her two wingmates. “Let’s take it to him.”

“And McCloud, this time when I ask for covering fire, you had better damn give it to me. Understood?” Rourke’s voice was sharp, and Terrany winced.

“…Aye aye.”

Rourke’s Arwing continued to drag, and after a while, he moved off to the side and up. “Milo, I’m too banged up. You have to lead the shot.”

Milo’s voice was calm as ice. “All right. Everybody, assume your formation posture. I’m in the lead, Rourke’s on my right. Set your lasers to charge and prepare for freefire.”

Freefire was the term given to charge shots that were fired off without using the targeting array; they were a potent tool for those who could master the art. As the squadron realigned, each Arwing gained a glowing green ball at its nose.

Then the attack carrier did something none of them were expecting. As the report from Dana would later read, _it fell apart._

The three side units attached to the main body separated. Hidden thrusters began to burn, and the now mobile artillery pods swung around them and surrounded the flight.

Milo broke his usual ethos while targeting and swore. “Evasive maneuvers! Form around Rourke, we’ve got to protect him!”

The missiles and lasers of the craft fired from all directions, criss-crossing through their flight paths as they all turned their noses skyward and hit their boosters.

Milo’s plan had been a sound one; with the crippled Arwing that Rourke was piloting in the middle and their own more healthy fighters about, they would have made it through the explosions and impact lasers with little difficulty.

They would have, except for Terrany, who didn’t bother to check the airspeed of her crippled lieutenant and went at her usual pace.

To her surprise, the Arwing’s thruster control began to decelerate with her hand sitting on top of it. “What the Hell…” She uttered, trying to force it back up.

The slider didn’t show any increase in power, and she realized she was in a tugging match. “Kit, are you doing this?!”

**_“Stay with your team, McCloud!”_**

Terrany roared and slammed the touch-sensitive throttle bar so hard that she cracked it and shorted it out. She looked at it numbly, and KIT, through his own control mechanism, pulled back to try and edge back into formation. Too little, too late.

A lucky missile streaked through the opening that Terrany’s gap had created, and crashed with full force into the side of Rourke’s hull.

“Systems critical! Everybody, clear away!!” Rourke screamed, and everyone braced for the next finishing attack.

It never came. The segmented attack carrier hovered for a moment more, then pulled itself back together and shut down.

_“…Seraphim Flight, this is Ursa.”_ Came the voice of General Grey. The old hound sounded none too happy. _“We’ve recorded the death of Rourke O’Donnell in the simulated run. Your mission was a failure. Set your flight vector for home base. I’ll expect the mission report on my desk tonight.”_

“Roger, Ursa.” Came Milo’s voice, calm when Rourke’s was surely to be anything but. “We’re coming home.”

The transmission from their station cut out, and the four pilots were left in the silence of the now disabled course.

“Rourke, can you make it back all right?” Dana asked worriedly. Terrany pulled back into formation, now thoroughly irate and also embarrassed.

“Chalk one up for the resiliency of these things.” Rourke answered with a growl. “I should be dead by now.”

Terrany bit her lip. That had been her fault there, in the end. “Rourke, I…”

Before she could finish, his communicator shut off from the circuit. Terrany’s ears flattened against the sides of her head, and she wagered a guess. “I suppose he didn’t want to hear it.”

“I don’t either, McCloud.” Dana snapped over their line. “So do us all a favor and shut up until we get back to base. And then, do me another favor and quit. Stick to dusting crops, that way you can only kill yourself.”

Terrany jerked her head around to glower at the test pilot, but Dana’s cockpit remained safely hidden from view behind Rourke’s crippled Arwing.

She glanced to Milo’s ship for some reassuring look. Across the distance between them, though, she watched with further chagrin as the raccoon also shook his head disapprovingly, and looked away.

Somehow, that hurt worse than anything.

***

_Ursa Station_

The General and Wyatt Toad were waiting in Hangar Bay 1 when they landed, and neither seemed happy when the scorched and wrecked Seraph that was Rourke’s set down on its landing struts.

Wyatt moaned and put his head in his hands. “My precious baby…what did you _do_ to my _baby?!”_

Rourke was at the top of the ladder, and rolled his eyes at the comment. “I didn’t do a damned thing. _This_ was the result of somebody who refuses to keep her head in the game.” He kept his feet pushed off to the sides and slid down the ladder using his upper arm strength alone to support him. Just before he hit bottom, he braced his legs underneath him and cushioned his fall, then turned about. “General, all of this could have been avoided if you’d modified the ROE for Merge Mode use.”

General Grey’s corncob pipe looked plenty chewed already that morning, and the commander of the small base gnashed his canines down on it again. “This simulation was meant to test your unit’s efficiency working as a team. Merge Mode would not have solved that problem.”

Wyatt was halfway up the ladder, and already crying as if somebody had torn his own arm off instead of the aircraft’s wing. “By Lylus, we’re going to have to do a total refit here. G-Diffuser alignment, interlink systems, accelerator channels…this is going to take us all day!”

“Then you’d better get started, Toad.” Rourke snapped. “Because like it or not, we fly tomorrow as well.” He turned back to the general and calmed himself with a few deep breaths. “She needs a lot of work if she’s going to be on this team, sir.”

The General nodded. “I’d agree with that assessment.”

“How is she doing with Kit? Any better than Skip did?”

The walkie-talkie on Wyatt’s belt squawked. _“Chief, you’re not going to believe this, but I’m looking at Terrany McCloud’s Arwing right now, and she’s busted the throttle bar. We’re going to have to replace the whole speed and wing control box!”_

Wyatt let off a surprised ribbit and hit the talk switch. “Are you serious? What the Hell did she do that for?”

_“I’m talking to Kit right now, and…well, the AI says that she cracked it after he tried to slow down and keep in formation.”_

Below the radio drama, the General turned his nose back towards Rourke’s snout and shook his head. “She needs a lot of work.” He finally answered the flight leader.

***

“Well, that’s it, then.” The medical officer on duty pulled his hands away from Terrany’s head and reached for his clipboard. “Your post-flight checkout’s all done.”

“Any problems?” Terrany asked halfheartedly. The simian paused and turned about to affix a gaze over his short and stubby nose.

“Well, none that I could tell from the standard exam. Unless you’d be interested in sticking around for a few hours while I run a series of very painful blood and body tissue tests…?”

Terrany quickly shook her head. “No, no, forget I asked.”

“All right then. Get going, McCloud. The General’s expecting you.”

Maybe it was the strain of the morning and her ongoing problems with the squadron, or maybe it was just general fatigue. Everybody on this base always seemed content to call her by her last name…McCloud.

As if somehow that was the only thing that defined her.

“You can call me Terrany, you know.” She ventured, pulling her old flight jacket back on.

“And you can call me Sherman.” He wasn’t even looking up at her now, just waving her off while writing away. “Now get going. I’ve got ten other people I need to take a look at before my shift ends, not including your lieutenant. The way I heard it, he took quite a beating out there today.”

This time, Terrany didn’t give him a response. She stormed out of the door and left the Infirmary for the rest of the cramped space station.

She was storming along so quickly that she brushed by people without even noticing them, and she walked without any general destination in mind. Somehow, she found her way to the elevator and ducked inside. She faced the wall and tucked her head down, pulling her jacket over her head, a throwback to the hiding she used to do as a pup.

The elevator doors stayed open long enough for two other people to wander in, midway through a conversation.

“…Look, all I’m saying is that it’s a dangerous precedent.” The first fellow remarked, stepping inside the elevator and punching in a button. “What floor?”

“Six.” His counterpart mumbled, shuffling through some papers. “You think you could fly any better with that AI? They should have taken her brother’s advice when he gave it and took it offline permanently. The thing’s nothing but trouble. Nobody can fly with it. Put her in a different Arwing, she’d be fine.”

Terrany’s ears perked up, and she turned slowly about. The two technicians were faced forward; they hadn’t even recognized her, and were now ignoring her. Her first thought was to clear her throat, get them to stop...but then she decided to just listen. Somehow, she suspected, their sentiment would be one shared by everyone else.

“This isn’t the Starfox Team.” The first one barked. “She’s a hot-rodder. I mean, they knew she was. She got kicked out of the Academy for that even, and they still called her in.”

“The scuttlebutt I heard said that she was the only person with the specific mental wavelengths _and_ the flight training and skill necessary to handle KIT and pilot the Seraph.”

“Then they should have just given up.”

“Why?” The second inquired, and Terrany, who knew full well what was coming next, finally could take no more.

She reached a hand in between the two and punched in the button for the next floor; conveniently, her destination. They turned and recognized her, and to their credit, turned ashen gray when they realized she had heard every word.

Terrany moved her eyes between them, daring them to speak. When neither did, she spoke for them. “Because McClouds are cursed.” She answered the second fellow’s question. “They always end up dying in their aircraft. Right?”

The tension in the elevator hung until the doors opened and Terrany brushed through them. “This is my stop.”

She was ten feet down the hall before the second man spoke up again. “I hate to say I told you so, but…”

“Oh, shove it, Dave.”

***

“Absolutely abysmal performance today.” General Gray slammed the mission report down on his desk hard enough to make Terrany wince from the vibrations. “You’re not flying like a member of the team, and you’re not flying with any sense.”

“It’s hard for me to fly effectively when your onboard computer thinks he can fly that jet better than me!” Terrany snapped back. “What the Hell kind of AI has an ego?”

The General reclined back in his seat and rested his arms across his chest. “That AI was programmed with the mindset and tactics of the Lylat Wars’ greatest pilot. If there’s a conflict, it’s because you’re falling short of realistic expectations. The first rule that your AI has when it comes to multiple aircraft operations is teamwork. It expects you to fly and fight as a member of the squadron. We expect no less. And we’re running out of time here.”

“You gave me a week to figure this out. That’s not enough for a jet like this, General.”

“It may not be enough, but it’s all we’ve got.” General Gray countered, reaching for his unlit corncob pipe. He jammed it between his teeth and bit down on it. “It’s all the time that Lylat has. So get it together, McCloud.”

Terrany’s fur had been bristling all through the meeting, and it reached a crescendo as the commander of Ursa Station added his own bitterness to the mixing pot. “Or what?” She snarled, leaning forward. “I get it together, or what? You kick me off the squadron? Kill me? You know as well as I do that won’t fly.”

General Gray chewed his pipe a few more times, and watched her face for any sign of a boast. There was none, but he expected raw fire from her. It was good to know, he thought, that she could still deliver, even backed into the corner as she was.

“We send you home. And we impound that old crop dusting plane you were flying in when I sent Granger and Tiger to find you. I’ll ground you. Permanently.”

Terrany absorbed the threat, and felt the anger inside her burn hotter because of it. “Will that be all, _sir?_ ” She asked coolly, putting a thin veil of calm over her words.

“Just one more thing. Wyatt and his fellow wrench turners sent up a report; it’ll take them a while, but they’ll have all the Seraph Arwings up and running in time for tomorrow’s training run. I would suggest that you spend your time until then doing some soul-searching.”

“Am I looking for one?” Terrany asked, twitching her short ears.

The old hound took the unlit pipe out of his mouth and shook his head. “No. But you’re not flying like the cadet that Skip said could beat him.”

Terrany’s face softened at the mention of her brother’s name. “He…Carl said that?”

“Yes, he did.” General Gray mused. “But you’re not that person now. And until you get it back, you’re no good to us…or the Lylat System.” He closed his eyes and leaned back in his reclining chair. “Think about it, McCloud. Dismissed.”

She came to a shaky attention, saluted him quickly, and then turned and went out the way she came. General Gray waited until her footsteps were long faded from his doorway, and then folded his hands over his chest with a disparaging sigh. “I could have opted for early retirement. I could have gotten a cushy desk job as chief of supplies. Instead, I came here.” He mused, shaking his head.

“I’m getting too old for this shit.”

***

_Hangar_ _Bay_ _1_

**_“She’s absolutely horrendous!”_** KIT announced indignantly. Wyatt, who was half inside the cockpit and half out, pulled his flashpoint spot-welder away from the thruster hookups and peered at the HUD. In the absence of a face, it was as good a point as any to look at KIT.

“Oh, now you’re just saying that.” The engineer said, faking a pout. He stared back at his work. “Boy, the two of you did a number on the slider. These things aren’t cheap, you know. I don’t want to have to replace this again tomorrow afternoon, you hear?”

**_“Tell that to her.”_** KIT replied tersely. **_“I wasn’t the one who broke it because I got hot under the collar.”_**

“You hardly help matters.” Wyatt Toad croaked, hitting the connecting solder one more time before snapping the outer housing home. “You’re not the most agreeable personality in the world to begin with, KIT.”

**_“So you not so subtly told me when you stuck me in storage.”_** The AI replied dourly. **_“But if they can’t keep up with me, I don’t see how it’s my problem.”_**

“That’s just it.” Wyatt answered, reaching inside the thruster housing and bringing up the connector pin. His hands, unlike the more bony ones of some of the other animals aboard, were particularly flexible thanks to their webbing. “Your problem is that you’re too good…or, you at least think you are. And before you get indignant, you probably ARE that good. It’s just your perception of that makes it hard for the rest of us to work with you.”

**_“Terrany thinks she’s the hottest thing since sliced bread.”_**

“That may be, but she’s still your pilot.” Wyatt replied placatingly. “And I would have thought that you two would get along swimmingly. Or maybe the reverse is true, and you two are so alike that it’s impossible to get along.” He connected the new thruster slide bar and wing toggle to the ship’s wiring, and started to maneuver the replacement piece into place.

**_“What are you, a psychologist now?”_** KIT snorted.

Wyatt hummed a tune to hide his smile as he clicked the thruster bar into place and reached for a screw from his pocket. “No, I’m just an engineer. Never said I was anything else. Do me a favor, and test out that slider bar for me now that I’ve got it connected.”

**_“Will do, wartface.”_** KIT answered. Wyatt paid him little mind until a spark arced to his fingers as he was tightening the second screw into place, causing the amphibian to yelp and rip his hand away.

KIT snickered, and Wyatt stuck his webbed hand into his mouth to ease the sting. “Oh, that’s real mature. How’d you like some rhinoceros male on male nose art after this?”

**_“Sheesh, relax. I was just playing with you. I won’t do it again.”_**

“You’d better not.” Wyatt grumbled, going back to work. “I’m pulling overtime to fix your sorry ass. And before you shocked me, what was the reading?”

**_“Thruster slider and wing toggle are both nominal. I guess you really CAN fix her mistakes.”_**

“Yeah, right.” Wyatt warbled, puffing out his throat pouch. “Days until an unknown alien invasion fleet’s marching on our doorstep, and you’re playing he said, she said. At this rate, you’ll never crack Merge Mode.”

**_“That’s a grim statement, coming from you.”_**

“What, that the Lylat System’s doomed?”

**_“No, the other thing.”_** KIT snarked. **_“Of course the Lylat System. You don’t think I’d miss Lylat?”_**

“You’re an AI…How could you miss anything?”

KIT said nothing for about seven seconds, with Wyatt rooting about inside the cockpit making the final adjustments.

**_“You’d be surprised.”_** KIT finally replied, and went dormant.

It was quiet in the hangar after that.

***

The nice thing about living on a space station like Ursa was that it came fully loaded; stocked with features that one didn’t see aboard even larger military transports. Terrany took full advantage of one by hiding in the back of Shaker’s, the station’s singular bar and tavern, next to a thick, but transparent plasteel window that allowed her to stare out into the mess of stars around them. She quietly nursed her beer and let her mind wander. It wasn’t that hard; it seemed like she hadn’t been able to hold a cohesive thought in her head since Milo Granger had walked in on her in the barn hangar at Katina. It was par for the course when a voice intruded on her and broke up her last ponderings.

“Hey, you drinking alone or is there room for somebody else?”

Terrany jerked her head up. Milo Granger, the easygoing to hard to read raccoon was smiling and staring down at her. “What?”

“I saw you sitting over here by yourself and I said to myself, _now that’s just not right. Somebody as pretty as her sitting all by herself?”_

“If that’s a pickup line, you need to work on it some more.” Terrany grumbled, moving her legs to rest her feet on the table’s second and only remaining chair. He yanked it from under the table before her boots could touch down, and sat his own brew on the table. Terrany threw him a withering glare, but he proved immune as ever and sat with the chair reversed, arms thrown over the back to let him lean forward.

“So what’s eating you, kid?”

“The name’s Terrany, not kid.” Terrany McCloud replied, staring back out the window. “And I’d say everything’s eating me these days.”

Milo harrumphed and smiled with the same easygoing satisfaction she’d always heard when he wasn’t in the cockpit. “Not quite what you expected here, was it?”

“Top secret government project, super-advanced Arwing with unbelievable weapons systems, a snarky AI, my brother’s dead, his team’s led by the descendant of my family’s generational nemesis, and I’m as worthless here as I was back home?” Terrany summarized, taking a long draw from her longneck bottle for effect. “No, I should have expected it. Life just loves us McClouds.” She set her bottle down and stared at Milo, unfazed by the alcohol. “What in the Hell is an O’Donnell doing here?”

Milo’s smile strained. “Well…there’s a long story to that. I’m not sure if it’s mine to tell, either. But you can know this; he didn’t like taking over after we lost Skip, and he’s struggled to do his damndest besides.”

“He seems to love the job.” Terrany grumbled. “Or maybe he just enjoys beating the crap out of his wingmen.”

Milo’s eyes narrowed. “You _are_ the firecracker in the family, aren’t you? Rourke has a few…ideas about leadership that you’re not used to. And no, they’re not by the book. But it was your brother who taught him. The close combat training? That was Skip’s.”

Terrany rubbed at her head; it was still a little sore from the lumps she’d taken. “And flying in over Katina and blasting me to Hell?”

Milo chuckled. “Well, that one was Rourke’s, all right. But he helped you to achieve your potential in that flight.”

“There’s got to be an easier way to do that.”

“Easier, maybe. But not as real.” Milo offered, taking another swig of his drink. “Make no mistake, Terrany. There _is_ an unknown and hostile alien force headed for the Lylat System. Rourke was already injured when he fought you; wounds received on a scouting mission to observe their movements. I’m sure he did what he did because he needed to be sure you weren’t just another punk wet behind the ears rookie fresh out of flight academy. And believe me, after what I’ve seen…you’ve got some skills.” Milo turned his head and looked out their window. “You’re just horrible at flying with others.”

Terrany’s hand tightened around the bottle, threatening to crack it. “Is that so?” She replied, gritting her teeth.

“You and KIT.” Milo added calmly, stilling her rage. “Relax, I wasn’t talking about your accident during the air show.”

“You’re the only person who doesn’t.” Terrany scoffed, flicking her ears. Her rage did subside, though. “He…Rourke was injured?”

“Panel inside his Seraph blew from overload, he ended up with some nasty second degree burns on his left hand and arm.” Milo waited for Terrany to offer some snide remark, but the young vixen gave none. She just stared down at the table, and let her thoughts be absorbed into the mumbling noises of the bar. The raccoon rubbed at the ring under his left eye, and moved on.

“Your brother…we cared a great deal about him. But the biggest mistake you can make is to think that you need to replace him, or somehow live up to his name.”

“Is that so?”

“Yes.” The raccoon nodded. “You’re struggling with KIT. You’re struggling with us. It almost…it seems like you’re chasing after his ghost. It’s not healthy.”

Terrany laughed quietly at that, and her snout wrinkled ever so slightly. “If you knew anything about the McClouds, you’d know that nobody could replace Carl.”

Milo raised his beer up to his lips, pausing long enough to speak before taking a swig. “Kind of like how nobody could replace you.”

Terrany stared down at the table, and Milo sighed, pushing his empty bottle to the center. “Well, I think I’ve talked your ear off enough for tonight.”

“I don’t know if I belong here.” Terrany replied quickly, blurting out the first thought that came to mind. “Everybody hates me. I can’t do a blessed thing right. Even the General ripped my head off. I think…Maybe you’d all be better off without me.”

Milo stared at the defeated McCloud, more than a little surprised at how quickly she dismissed herself. “Is that so?” He mused, voice hollow. The raccoon shook his head and rose from his chair. “Well, you had your reasons for coming here. I suppose it’s only right you should have a reason to leave.”

He turned about and started to walk away, and Terrany looked up in time to see his back.

“Milo.”

The raccoon paused, but didn’t turn. Terrany bit her lower lip. “Why did you come here? To Ursa, to this project?”

The raccoon cocked his head half about and looked to Terrany out of the corner of one ringed eye. He smiled and swished his patterned tail behind him. “That’s easy, kid.” The pilot answered, voice as smooth as butter. “Orders.” He waved a hand and disappeared from the bar, leaving Terrany to stew on his words.

***

“Give her another chance?” Dana Tiger howled, whipping her slender tail into a frenzy. She stormed about in the briefing room, as furious as her heritage allowed her to be. “She’s a loose cannon! Last time, it was Rourke that got fried in a _simulation!_ What happens when we’re up against something that really means to kill us?”

Milo Granger drew a hand across his face and sighed loudly. “Dana, when Rourke swept in on our fight, she was fighting for her life…and up until he activated Merge Mode, she was holding her own. She can do it.”

Dana laughed aloud at the idea. “Right. So she’s a good pilot. We knew that. Even Skip always said she was. But she’s not one of us, she’s not a part of this team.”

Milo’s whiskers twitched. “You haven’t exactly done a lot to make her feel welcome. Look, she’s not her brother. All of us understand that. But right now, she’s all we’ve got. This team needs her.”

“This team doesn’t need her!” Dana hissed at him, eyes flashing dangerously. “It never did!”

Milo sighed again; He was fast growing tired of being the only person who had the capacity for rational thought. Skip had used to be his counterpoint…but now, it was just him against the brusque attitude of Rourke O’Donnell and Dana Tiger. That tended to wear a person down. He stared at Dana, trying to be as perturbed as possible.

“And why do you say that? Because you think it’s true…or because you miss Skip being in your bed at night.”

Dana blinked out hot tears. “Watch it.” She snapped, but the pain in her voice let Milo know he’d hit the mark. “How long have you known?”

“A while.” Milo replied calmly, putting his hands in his pockets. “You took his disappearance the hardest of us all, and it was kind of hard to miss the little looks you two shared. I think Rourke knows too.”

Dana looked away and wiped the tears from her eyes, wondering how awful her fur would be mussed up from it. “I miss him.”

“I know you do.” Milo shushed her, setting a hand on her shoulder. “But Terrany misses him too. And she’s known Skip a lot longer than you have.”

The tigress composed herself and turned back around, eyes hard again. “That doesn’t excuse her lousy flying, or her abrasive attitude. She doesn’t like us.”

“We’ve not exactly been her biggest fans, either.”

“Blast it, why are you defending her?!” Dana demanded angrily. “Are you sweet on her, or is this some kind of charity?”

Milo had known Dana from the beginning; a feisty, nigh bipolar test pilot who happened to be a better flyer than he was. She wasn’t one to mince words either, and laid out her suspicions clear as day. In this case, however, Milo thought as he shook his head, she was off target.

“Neither.” Milo replied. “But Captain Carl McCloud always said that people deserved a second chance.”

Bulls-eye. Dana bowed her head, stinging from the living mantra that had brought them all together. “She’s had hers.” She argued feebly.

“You’ve yet to give it to her.” Milo snapped. “Damnit, why can’t you see how important she is?!”

Dana stepped up into her face, and her fury burned bright. “I want her gone. GONE!”

“Well, you’re not the flight leader, Rourke is!” Milo snarled back, baring his sharp, pointed teeth.

Neither of them heard the door to the briefing room open, or Terrany McCloud step through, stunned to find it occupied and the two arguing over her. She lingered at the back, unable to leave, unable to stop them…trapped.

Dana jabbed a finger into Milo’s chest. “And it just so happens that Rourke agrees with me. There’s more wrong with her than we can fix in the time we have left, and when she bombs out tomorrow, I will guarantee you that Rourke will personally sign her release orders and shove her out the nearest airlock!”

Terrany reached beside her and flipped on the auxiliary lights in the room, brightening it more than before. The two pilots up at the front of the room froze and turned about, finding Terrany watching them with stinging, red eyes.

“Then I guess I’ll spare him the trouble.” Terrany eked out.

Milo took a hesitant step towards her. “Terrany…”

“No, forget it.” Terrany waved him off, letting bitterness take hold. “Nobody wants me around here. My team, my ship, even the rest of the crew on Ursa, you all think the same thing. I’m just going to get myself killed, and I’m probably going to take you all with me. So I’ll quit. You can ship me back to Katina, and I’ll go back to flying that crop duster.” She laughed a bit and rubbed at her eye. “I guess that’s all I’m good for. The last McCloud in the Lylat System, as a farmhand.” She leveled a gaze at Dana and bit her lip. “Yes, I hate you too. I hate that you got to see my brother, and be a part of his team. You got to fly with him…I never even got to say goodbye.”

Terrany turned about and left the briefing room the same way she’d come in, and slammed the door behind her.

Milo stared hard at Dana, who whirled on him and flashed her fangs, more hurt than ever. “What? You going to yell at me now, tell me I ruined everything?”

Milo blinked his ringed black eyes, as calm and unmoved as ever when things grew so tense that he lost all emotional focus. “No.” He said quietly, shaking his head. “I’m just going to do what Skip would. Shake his head, and leave.”

And just as he promised, Milo did exactly that, leaving Dana to sink to her knees and start crying for Skip all over again.

***

_Hangar Bay 2_

It was deathly quiet on the flight deck as she boarded the outgoing transport ship; it had just offloaded another shipment of foodstuffs for Ursa, and was headed back towards Katina to its flight depot. With her flight jacket draped over her shoulders and her small, never unpacked duffel bag hanging beside her, she shuffled up to the front of the plane and collapsed into the left reserve seat for extra passengers. The pilot up front was going over his preflight checklist, and had his back turned, and Terrany cleared her throat to get his attention. He turned and looked back through the cockpit doorway, and Terrany nodded at the lizard. “Got room for one more on the ride home?”

The pilot, Venomian by ancestry, seemed a little surprised. “Who’re you?”

“A newly re-resigned pilot that just wants to head back to Katina and forget about all this.” Terrany remarked, leaning back in her seat and shutting her eyes. “Is that all right?”

The pilot thought about it. “Well, it doesn’t bother me, I suppose. I’m headed for Katina one way or another, one passenger won’t wreck it. You promise you’re not going AWOL?”

“Kind of hard to when you’ve been kicked out.”

The pilot whistled. “Geez. Well…all right. But I’ll warn you, I’m not much of a conversationalist.”

_Suits me just fine_ , Terrany thought sadly. “That’s okay.” She told him. “I’ll probably sleep the whole way home.”

The Venomian pilot smiled and blinked both sets of eyelids. “Well, all right. You go ahead and lean on back. I’ll be making myself a cup of coffee after we hit FTL; you want one?”

“Nah.” Terrany chuckled, nuzzling into the crook of her arm. “But thanks for offering.” She shut her eyes and let herself blank out as the pilot went to work. She didn’t even look up as the Venomian shuffled inside the ship’s interior, securing tie lines. Because of that, she didn’t even look up as Rourke O’Donnell found his way inside the transport and sat down in the seat across the center aisle from her. The transport’s pilot reacted first.

“Hey…Rourke, is that you?”

Terrany opened her eyes, just in time to see the leader of Seraph Flight smiling and nodding to the crewman. “Sure is, Corph. How’s the wife? She was expecting last time we talked.”

The pilot Corph laughed and walked back towards them, holding his flight overalls proudly. “She’s fine. Just had the little squirt, actually; I was going to go visit them after I returned home. Got some time off coming up.”

Rourke chuckled softly. “Yeah, sounds like a good time. Think you can spare a few minutes?” He glanced to Terrany. “I’d like a few minutes alone with this vixen here.”

Corph chuckled. “I understand. Mind if I hit up your cafeteria, then?”

“Knock yourself out. Tell ‘em to put it on my tab.” Rourke answered, scratching at one gray ear. Corph gave them a polite wave and disappeared out the transport’s back door, leaving the fox and the wolf to stare at each other.

“I didn’t think I’d ever find you.” Rourke started, leaning on his armrest. “You up and disappeared on us pretty quick there after you dropped your resignation. The General nearly pulled a hernia.”

“Sorry for the trouble.” Terrany McCloud growled, turning away from him. “It’s the last you’ll have to worry about me, though. I’m leaving.”

Rourke sighed between his teeth, long and loud. “Yeah, so I heard. I thought you were better, though.” His remark caught her off guard, and she turned to look at him. Rourke’s expression was unreadable. “I didn’t think you were the kind of girl to just roll over and die at the first sign of trouble.”

“O’Donnell, I know for a fact that you don’t like me. Hell, given our family history, I’m not that fond of you either.”

Rourke scratched at his nose with a well groomed claw. “So you’re running away because you’re scared of me?”

Terrany’s fur bristled. “I am _not_ running away, and I’m _not_ scared of you. I just don’t see the point of sticking around when you’re planning on throwing me out tomorrow anyhow.”

The Lieutenant seemed undisturbed. “And who told you that I was going to do that?”

“Well, Milo and Dana were…”

“Aah. Dana.” Rourke muttered, interrupting her and looking away as he narrowed his eyes. “That explains a few things.”

Terrany blinked. “Pardon?”

Rourke shrugged, and pulled up the collar of his black leather jacket. “Did you know that your brother and Dana were dating?” Terrany’s shocked expression answered his question, and Rourke forged on with a matter-of-fact attitude. “We all got hit hard when Skip died. Milo lost the only sane person in the flight, I got to take on the role as flight leader when I didn’t think I was ready for it…and Dana lost the man she loved. I think that seeing you around is painful for her. You remind her of what she lost.”

“He was my brother first.” Terrany mumbled, but her fire had died out. “Does anybody give a damn about that?”

“Yeah, we do.” Rourke answered with a yawn. “But of all the dumb things you could have done, going AWOL on us has to top it. The General made me lose about five years off my hearing when he called me about your note. I’ve been looking for you for a while, just to drag you back. Kicking and screaming, if I need to.”

“Why? You hate me.”

Rourke harrumphed and crossed his arms. “Did I ever say that?” He waited for her to think of a moment, and when she found none, he rolled his eyes. “So far, you’re the one who’s blindsided me time and again.”

“Oh, and that first stunt you pulled over the Katina desert doesn’t count? You were trying to kill me!”

“If I’d thought you were in danger, I would’ve stopped.” Rourke chastised her. “I’m a bit extreme in my methods, but I’m not ruthless.”

He leaned back in his seat and folded one leg up over a knee. “Your brother…you know, he used to say that you were better than he was? And you’re good, I’ll give you that…But I don’t know if he was right.”

Terrany stared at him. Rourke stared back, unapologetically. “I’d like to find out though.” He added, quieter than before. Terrany blinked, and Rourke pushed himself up out of the chair. “Aah. It’s your call, McCloud. You can leave, sure. Despite what the General probably browbeat you with, he doesn’t want you leaving, but I’m not going to stop you if your heart’s set on it. Either way, you’d better decide fast; once Corph gets back with his cup of java, he’ll be flying out of here right quick. He’s got a kid back home to watch out for.”

Terrany grunted noncommittally and looked down at her hands. Rourke hadn’t even gone five feet before she looked up. “Lieutenant?”

The wolf paused and turned back around, waiting.

Terrany gripped her armrest, then finally spoke her question. “You’re an O’Donnell…mercenaries that sell out to the highest bidder. What did my brother do that made you respect him, work for him and this project?”

“That’s easy, McCloud.” Rourke O’Donnell announced, brushing a hand through his fuzzy gray mane. “When nobody else did…he respected me. I just returned the favor.” He blinked. “Twice.” He turned and left the way he came, and Terrany found the quiet time to contemplate that she always wanted.

When Corph returned fifteen minutes later, he found Terrany’s seat vacated, and her duffel bag removed. The lizard blinked his eyelids, harrumphed, and ran a hand over his hairless scalp. “I guess she decided to stay.”

***

_Hangar Bay 1_

KIT stirred to full consciousness, pulling itself free of the diagnostic cycle that served as its nap. **_“Mmmrhuh?”_** The AI realized that somebody was in the cockpit. **_“Who’s…huh? McCloud?”_**

Terrany McCloud nodded her head, staring to the HUD that flickered powerup messages. “Yes, it’s me, Kit.”

**_“It’s late. What are you doing here?”_**

“I’ve been thinking.” Terrany answered, drumming her fingers on her knee. “What happens if I bomb out?”

**_“I guess you pack it up and head home.”_**

“No, I meant to you.”

**_“Oh…Well, I’m not really sure.”_**

Terrany shut her eyes. “I know. I feel like they want me to fail. Hell, they expect you to.”

**_“Is this some kind of pep talk?”_** KIT asked warily.

“No. But I am trying to clear the air here. I was told today that either I straightened up, or I was going to be removed. And that means I have to work with you.”

**_“You sound so thrilled.”_** KIT grumbled.

“I’m not saying you’ll like me. What I’m saying is that this is my last chance. It’s also yours.”

**_“…So. My choices are cooperation or deactivation.”_** KIT mulled over the two for a second. **_“Neither is preferable.”_**

“You say that you’ve been programmed with the instincts, tactics, and mindset of the Lylat Wars’ greatest pilot. I can accept that.” Terrany folded her arms. “But what you need to understand is that I’m one of the best pilots to come out of the Academy in the last decade…maybe even as good as my brother was. In a sense, we’re both the best. That’s where we’re hitting conflict. So if this is going to work, it’s going to take some leeway from both sides. I’ll listen to your ideas, and you’ll listen to mine. And if yours is the better solution, then that’s the one we’ll do.”

**_“No questions asked?”_** KIT asked suspiciously. **_“You won’t try to counteract me and break the controls again?”_**

“I think we’ve both found out how well that works.” Terrany smirked at her diagnostic monitor. “So, do we have a deal?”

**_“I guess we don’t really have a choice. Question is, can you keep up?”_**

Terrany chuckled. “Cocky bastard…no, the real question is, are you ready to show them all up?”

**_“And prove them wrong? I’ve been wanting to do that ever since they all wrote me off and stuffed me in storage.”_** KIT paused for a moment, and came back rather soberly, **_“Your brother even said I was defective.”_**

Terrany winced, and thought for a long moment about the best way to handle the remark. She shut her eyes, and found the answer in her own past.

“Carl wasn’t always right.” Terrany told the AI reassuringly. “You understand me?”

**_“…Yeah. I hear you, McCloud. So what now?”_**

“Now? We practice.” Terrany replied, settling back into her seat. “Run me some scenarios on the ship’s HUD. We’ll review ‘em. With any luck, we might even start thinking like each other.”

**_“This could take hours. Don’t you need to sleep?”_**

Terrany calmly gripped the control stick in her right hand, and set her other arm next to the rest of the controls. “There’s something else my brother used to say when we trained together. No sense putting off for the future what you can do in the present.”

She might have imagined it, but she thought she heard KIT crack a guffaw. **_“All right then. First simulation; four inbounds. Pirate affiliation, Pillager Class. Response?”_**

“Activate jamming and split them apart with a Smart Bomb, then pick a group?”

**_“Close.”_** KIT chuckled. **_“Very close. I like the idea about the jamming, though. Hadn’t thought of that. Here, let me put it up on the HUD, and I’ll run you through it…”_**

**_***_ **

_The Next Morning_

_“Flight, this is Ursa Control. We’ve modified today’s run with a different scenario.”_ Their radios were clear, with only the smallest bit of crackle from Sector X’s disruptive radiation field. _“It’s a straight run and gun; blast through the enemy’s defensive lines, make it to the end, and confront the controlling capital ship.”_

The four Arwings of Seraph Flight stayed in formation; Rourke high and up front, Milo on the left, Dana on the right, and Terrany riding low and behind. Everyone was quiet, as one question lingered on in their minds that none dared ask. **Is Terrany going to screw up again?**

_“We’ve got our Godsight pods operational about the perimeter to keep tabs on you. Merge Mode is outlawed for the exercise. You are cleared to begin whenever ready. The clock will start as soon as you enter the course. Good luck. Ursa Control out.”_

Rourke double tapped his comm toggle to confirm before speaking to his team. “Well, I guess that’s our cue. I’m a little surprised they put us back in this mess.”

“Well, these ruins are great for setting up ambush runs.” Milo observed dryly. “Something tells me we should expect turrets to pop out when we need them the least.”

“No sense worrying about it.” Dana put in. “Just keep your eyes peeled and watch your six.”

Terrany’s line was eerily quiet, but only Rourke had the forwardness to inquire. “You ready, McCloud?”

“The name’s Terrany.” She finally replied, voice calm. “And we’re ready.”

Flying in the middle of the formation, Milo and Dana exchanged a look and both mouthed the same question: **We?**

Rourke was all business. “All right. Set your wings to Interceptor mode and follow me in; spread formation.” His twin plasma thrusters ignited their boosters, and the rest followed him in.

They were barely a klick inside the debris field before their radars started to shine warning lights. Rotating grids of what used to be one space station or another suddenly held position, displaying turrets that made haste in opening fire.

“We’ve got incoming!” Rourke announced, sending his Arwing into a barrel roll to deflect the first volley. “Engage at will!”

Milo and Dana veered off, and Milo wasted no time in firing off an untargeted charge shot. The left bank of hidden laser turrets basted under the intense heat of the explosion, then incinerated to scrap. “Scratch that set.” Milo announced. Dana’s own shot wasn’t quite as precise, but certainly better placed, and the right set went up in a brief puff of smoke before the vacuum sucked out the flames.

From her vantage point behind them, Terrany caught a glint above the three as they soared for the rectangular frame of an old superstructure…which was quickly joined by others.

“Kit…Tell me you…”

**_“Yeah, I see it too. Those aren’t laser turrets. Those are missile launchers.”_**

Terrany depressed her trigger and hit the boosters. “I’m taking the shot.”

**_“Untargeted.”_**

“You sure?”

**_“You’d rather take the easy way out against an unmoving target?”_**

Terrany chuckled and lined up her reticle for the middle of the formation, veering on a course angled upwards. “Smartass. Untargeted it is.”

While they were too far in to notice the turrets, Milo did have the sense to look back and see Terrany veering off the beaten path. “Hey, McCloud, where you go...”

She fired off her charged laser blast, and it vanished from sight. For a moment, green light flared off of her canopy, followed by several small dots of red.

She sent her Arwing into a dive and pulled it into a slow roll, narrowly skating into the opening to catch up to the others. “Sorry; there was a hidden bank of missile launchers up above. Another few seconds, and they’d have targeted all of us.”

Rourke actually chuckled. “Good eyes, McCloud.”

They were just exiting the old framework as a squadron of drone fighters veered up from below and crossed in front of them. The squadron split up into two groups as they approached a wedge-shaped piece of superstructure that seemed to go on for kilometers, and each group veered down a line.

“Well, that’s convenient.” Dana remarked, aiming left. “They’re showing us the way.”

Rourke quickly took control. “Milo, you’re with me on the right. Terrany, bank left and back up Dana.”

“Say what?” Dana exploded. “She can’t…”

“I’m on it, Lieutenant.” Terrany replied to Rourke’s orders, cutting off Dana before the tigress said something that really irritated her. The four Seraph Arwings parted ways, and Terrany found herself just behind Dana, with the drone squadron flying blissfully on ahead of them.

Dana Tiger charged up her shot and lined up the targeting reticle at the center of the pack. Soon enough, her HUD chimed a confirm lock, and the red box moved from the reticle to the one closest to the center of the formation. The test pilot squinted her eyes and grinned. “End of the line, drones.”

She was so focused on the prey ahead that she wasn’t able to see the weapons pod that moved up from below her immediate flight path and took up position behind her.

Terrany McCloud, however, drew in a sharp breath, and prepared to issue a warning. She couldn’t speak fast enough, and the dangerous pod opened fire, spewing gouts of laserbursts towards the two closest targets.

Dana’s ship bounced around, jarred off course as the Arwing’s shields tried desperately to keep pace with the sudden barrage. Terrany found herself dodging and weaving around the blasts headed her way, and KIT swearing up a storm.

“I’m hit! I can’t shake him!” Dana cried out over the radio line, with the panic rising in her voice.

Terrany bared her fangs and gripped the yoke tighter. “Damnit, don’t you go dying on me…”

***

KIT, of course, was never short on ideas. **_“Do a barrel roll!”_** There was a slight pause as Terrany was performing the shot deflective maneuver before the AI burst out laughing. Terrany leveled a few hyper laser shots at the weapons pod, but the small and skittish craft swerved through the storm of blue fire without much trouble. Gnashing her canines, Terrany pulled out of the roll and banked away from another salvo.

“What’s so damn funny?!”

KIT calmed down quickly, although he was still chuckling. **_“Geez, I can’t believe I just said that. The old geezer’d turn in his grave if he heard me now.”_**

“What old geezer?”

**_“Don’t worry about it, McCloud. For now, you’ve got a wingman cursing up a storm because they lost their situational awareness. A common problem with hotshots.”_**

“Why do I get the feeling that insult was leveled at me…?” Terrany mused, jerking the stick hard and banking the other direction to swerve clear of the pod’s ongoing attack. It kept pace between Dana’s ship and Terrany’s, maintaining a steady stream of fire.

“I could use some help here!” Dana yowled, sending her Arwing into a spin to buy her ship a momentary reprieve. The shields were straining, and fast dwindling towards sixty-five percent, according to her ship’s transmitted gauge under her picture.

“This thing’s moving too fast for me to peg it with a shot, and I can’t get a laser lock on it!” Terrany swore. “I’ve got an idea, but I don’t know if…”

**_“Smart Bomb?”_** KIT asked quickly.

“…Yeah. Smart Bomb.”

**_“Ya don’t need a lock. Fire and forget, and prep a charged shot to peg it while it’s stabilizing!”_**

Terrany grinned. Her first high explosive of the exercise was already fifty meters ahead and blazing a quick trail towards the thing’s airspace before KIT had even finished his sentence. With her trigger finger holding the blaster down, and a locus of green light collecting at her ship’s nose, she braced her thumb over the button at the top of her flight yoke.

“Say when…” She said evenly, soaking a few shots to her shields as her bomb closed the distance.

**_“Almost…”_**

“NOW!” They both cried out in unison, and she depressed the thumb trigger home. The Smart Bomb, true to its performance specs, exploded in a massive radius of first blue, and then red light, baking everything in the damage zone with heat and energy of a tremendous scale. When the light died out, the weapons pod had frozen dead still, and seemed to be sparking.

Terrany grinned and lined up her reticle. “No need for a lock.”

**_“Locks are for wimps.”_** KIT agreed with a chuckle. **_“You’re looking good. Now ice this thing and clear your wingman’s six.”_**

“Done and done.” Terrany told her AI. The green starburst flew true, and engulfed the frazzled ship in one last defiant explosion. It scattered into fragments, and Terrany flew around the debris to pull up alongside Dana. “Your back is clear. You still have good tone on those drones?”

Dana Tiger let out a long sigh over the radio, but soon regained her composure. “Damn straight I do. Now it’s payback time for leading me to the wolves!” Her shot rocketed off and followed the drones effortlessly as they looped about, then sunk in and wiped them all out in one massive photonic discharge.

Terrany whistled. “Nice shot.”

Dana looked over to her wingman, canopy to canopy, and locked eyes with Terrany. Vixen and tigress felt a silent message of trust and thanks pass between them, and ashamedly, Dana turned away. “Listen, about what I said…”

“You were right.” Terrany interrupted her, cutting short the undeserved apology. “I didn’t have my act together yesterday. But I worked it out. So what do you say? You think I belong on this team?”

Dana smiled, then let out a short laugh. “You’re absolutely crazy. You have my six covered?”

“Only if you’ve got mine.”

“All right, Terrany McCloud. Let’s go hunting.” Their Seraph Arwings rocketed off towards the next stretch of the run, and KIT made a gagging noise over the ship speakers.

**_“Excuse me if I hurl after that little display.”_**

“Oh, shut up and fly.” Terrany chided him. She was still smiling, however, and didn’t doubt for a moment that KIT knew it.

The branching path came to an end, and Rourke and Milo’s Arwings flew back into view of their radars and canopies.

“Well, well, well. All together again.” Rourke O’Donnell remarked blithely. “Any problems?”

“A few, but nothing we couldn’t handle.” Dana reassured their flight leader. She wiggled her wings at Terrany, who stifled a giggle of agreement.

“Well, that’s good news.” Milo announced, the rock of ages. “I’m tracking a big target on my forward scanning radar…could be our bogey.”

Without even being ordered to, the Seraph Flight slipped back into formation, and Rourke nodded, an excitement and exuberance driving him on, driving them all on, with a new thought about Terrany.

**This could work.**

“All right, team. Let’s take out the trash.” Rourke barked out. The Seraphs hit their boosters one more time, and they shot on ahead towards a dark shape that was outlined by the blue nebulous corona of the Sector.

***

_Ursa Station_

Wyatt Toad and Ulie Darkpaw didn’t usually leave the hangar bays and repair decks for much more than a meal or meeting reports, but the rumors of Seraph Flight’s ongoing success passed through the relatively small facility like a wildfire, and they’d used their clearance to get to the heart of the action…Central Control. With the Godsight camera pods providing a view from every angle, they watched in amazement as the ships they’d poured their lifeblood into sang out with the power of space…and the pilots inside them blossom into something more than the shattered band of individuals that had been left behind when Skip was lost.

Ulie whistled disbelievingly as he looked over the shoulder of the flight doctor. “By the Creator…look at those EKG readouts!”

Standing in front of his command console, General Gray fingered the corncob pipe sitting on his armrest, but didn’t pick it up. He seemed remarkably relaxed, and certainly, Seraph Flight’s progress was to blame for the transformation. He looked over to Ulie and the flight doctor, and arched an eyebrow. “What are you getting?”

The flight doctor blinked. “The synch readings for Dana and Milo are where they usually are, but…Rourke’s at seventy-two percent. That’s six above his personal best.”

The General contained his excitement by squeezing his toes together. “And what about our young McCloud? How’s she doing with Kit?”

The doctor took his glasses off, cleaned them disbelievingly, then slipped them back and grunted as he confirmed it. “She’s at fifty-eight percent. That’s…unheard of.”

The General blinked a few times. “How so?”

“For one, she’s two percent shy of reaching the minimum safe synch ratio for Merge Mode…and two, _nobody_ who ever flew in that prototype ever got that high. Even her brother only made it to thirty-seven percent synch before he started having problems and dropped.” The doctor stared at his screen again, and made a very powerful prediction. “The way this is looking…she might actually be able to pull it off.”

Ulie looked back to Wyatt for some kind of an explanation, but the heir to Arspace Dynamics shrugged, as puzzled as the rest. “Unbelievable. Yesterday, she wouldn’t even give Kit the time of day.” Wyatt croaked, puffing out his throat pouch. “What happened?”

The General, well aware of her hasty letter of resignation, as well as her quick turnabout, smiled and said nothing.

Ulie scratched at his thick black fur with a paw, then yawned. “Well, whatever caused it, we just have to see if she can keep it up. They’re coming up to the simulation’s enemy commander. And if the one yesterday gave them grief…” He shook his head. “Well, they’re going to need more than luck.”

***

_Sector X Training Run_

The capital ship turned out to be a very strange assembly. Worse, it blossomed into something that resembled a flower, bristling with gunturrets. The four wings lifted up from the cubical ship and blossomed out to the compass points. It wasn’t much later that Milo’s voice crackled over the radio.

“I’ve seen impenetrable forces that looked like easier targets.”

The command ship’s outer wings clicked home into a wheel that expanded and locked outside of the craft…and then, to the dismay of the Seraph Flight, started to turn and fire.

“Evasive maneuvers!” Rourke cried out, and the four Arwings broke formation to barrel roll clear of the first salvo. The four wings each kept up a steady stream of fire, and the pattern was shaped so that anything directly in front of it faced the brunt of the attack. Even as they skated to the outsides of the track, the thing’s aim proved resilient and deadly. Milo’s craft was the first to take damage from the attack, and his shields flared under a brush with just one line of the thing’s firepower.

“Yow! What is that thing packing for a power supply, a supernova?!” The raccoon yelped, finally steering clear. “That hit dropped me by fifteen percent!”

“What, just that opening burst?” Dana exclaimed. “I thought Wyatt said this thing had the new Paragon shield generators in them!”

“They do, but even they can’t repel that many laser turrets!” Rourke snapped, starting to line up again. The command ship had ceased its firing, and as soon as he was back in position, it began to turn away from them. “Hold up, what’s it doing now?”

The thing seemed to just sit there, outside of launching a few low yield missiles at them. “Dana, you’re on missile patrol!” Rourke called out, squeezing a few shots off. The blue hyper laser rounds struck home, but bounced off and dissipated harmlessly from the rear surface. “Aah, blast it, the back end’s ray shielded!”

Milo’s voice cut in. “Hey, I think I know what it’s doing…it’s resting up between salvos. I guess powering that many cannons for as long as it did really drains the hell out of its capacitors.”

Back inside her own Seraph, a bit behind and below Rourke, Terrany snorted. “Oh, you’ve got to be kidding me…who in their right mind builds a ship that has to take a breather every five minutes?”

**_“Somebody who doesn’t expect the things they’re firing at to live afterwards.”_** KIT interjected. **_“The Starfox team faced a few things like this back in the Lylat Wars; Andross was all about doomsday weapons.”_** His response was heard only by Terrany, as they’d agreed to keep their dialogue to cockpit only.

“Yeah, and he was also certifiably nuts.” Terrany reminded the AI. “All right, so we’re looking at something that can blow the Hell out of us, provided it has the time to recover. Meaning that we don’t…”

**_“Give it a chance?”_** KIT finished. When Terrany nodded, the AI chuckled. **_“Geez, McCloud. One night and you think you’re me?”_**

“There’s nothing special about you, Kit. You think like I do.” Terrany replied, ramping up the throttle and kicking in her boosters. The Seraph Arwing shot forward, and she momentarily sank back into her seat before the G-Diffusers caught up to end the strain. “You want to take it out before it can fire a second volley from that petal array, the same as me!”

Oblivious to their conversation, Rourke tried to make the best of a bad situation. “Dana, hang tight, I’m coming in to cover you! Milo, Terrany, try to knock off a few of those panel turrets before it can store up enough power to have another crack at us!”

Milo was the first to react to the message, even as Terrany was closing in fast behind him. The warrior fired off a few volleys, and then let out a groan of displeasure. “No good, Lieutenant! The turrets have closed up tight behind some kind of shielding! I can’t knock them out!”

Rourke’s next message played out the desperation in his voice, even as he fired away to clear the buzzing missiles from around the struggling Dana Tiger. “All right, so that’s out. Anybody else have some bright ideas?”

Terrany narrowed her eyes as she watched the command ship, and thought long and hard about it. Possibilities crossed her mind as the vixen reviewed what they knew about it.

Her forehead felt funny suddenly. It was almost like some kind of a low hum or a current had passed across it, and a thought popped into her head. It was a good idea, to be sure, but what disturbed her was…the thought wasn’t hers.

**Bomb the arrays when they open to fire.**

Terrany winced and pressed a hand to her forehead. The slightly unsettling sensation ceased, and KIT’s voice came through her helmet’s headset. **_“Hey, you feeling all right, McCloud?”_**

“Yeah, I’m fine.” Terrany shook it off. “It’s just for a moment, I thought that…”

**_“Thought what?”_**

_Thought that you had said something to me_ , Terrany wanted to say. Time didn’t allow her to let it get that far, though. “Never mind, Kit. Rourke, you there?”

“I’m here, Terrany. What’s wrong?”

“Nothing’s wrong. But I’ve got an idea to take down this behemoth, if you’re listening!” Terrany rolled out of the way of a small group of missiles, which flew on and exploded behind her harmlessly. “This thing’s ray shielded during its powerup cycle. We can’t put a dent into it as long as it’s bottled up like this. But it _will_ open up when it prepares to fire again, and that’s our chance to hit it hard! A Smart Bomb fired dead center towards that thing should be enough to knock most of those cannons out of commission.”

The other members of Seraph Flight pondered it. “The idea has merit, Lieutenant.” Milo offered.

“At this point, I’m willing to give anything a try.” Dana remarked wearily. “But I can’t risk it; my shields are too battered to hold against that thing’s main battery.”

“Mine are at full strength…but I don’t know if I trust my aim.” Terrany admitted. “This thing’s got to be timed precisely and aimed as dead on as possible.”

“That’s Milo’s department.” Rourke put in. “Granger, get down with Terrany and prep for bomb launch. Dana and I will try to keep these missiles off your back long enough to pull this stunt off!”

“Aye, sir!” Milo barked, and veered his Arwing into a reverse loop. Terrany waited as Milo did another inverse flip and landed just beside her. “All right, Terrany. How many unpowered G-Bombs do you have left?”

Terrany quickly double checked her HUD. “I already popped one; I’m down to two charges.”

“You’ll only need one.” Milo reassured her.

Almost as if it understood their plan, the command ship began to turn around again, and launched a fresh salvo of missiles; the amount was staggering, and even with Rourke and Dana knocking most of them out of the air, fully a score got through.

KIT cut out the radar alarm after the second beep. **_“Those things are gonna hurt!”_**

Terrany swore. “Milo, can you make the shot?”

“Yeah, sure, why?” The raccoon asked, puzzled. “Aren’t you taking it?”

“Negative.” Terrany said shortly, boosting ahead of Milo and taking up position in front of him. “I’ve got to take out those missiles. You follow in behind me, and take the shot!”

It was a self-sacrificing maneuver, and it was uncharacteristically a team maneuver. Terrany was planning on taking the brunt of the thing’s attack, allowing Milo to make the bombing run without worrying about being shot at.

Milo swallowed, but finally nodded. “All right, McCloud. I’m following you in. Don’t let anything get through!”

Terrany held her thumb over the bomb trigger and smiled. “Perish the thought.” One press, and another one of her precious unpowered G-Bombs went flying towards the pack of missiles. It struck one on the left side of the formation and incinerated six, and Terrany quickly swerved and shot three more down.

One broke through her fire, and Milo’s voice came back. “Terrany, that one’s got me dead to rights!”

Terrany’s eyes flashed towards the command ship. It was nearly done turning around, and a fresh salvo of missiles was already being fired. It wouldn’t reach them in time to prevent the bomb shot, but it would keep Rourke and Dana pinned down.

One missile. _Only one way out._

“Hang on, Kit!” Terrany yelled out, sending her Arwing into a spin that strained and twisted against the ship. It pulled into a backwards flip, and exposed the fragile underbelly of her craft to damage. She placed it directly in front of the missile’s path.

The enemy missile hit home and exploded, causing her Arwing to shudder and buckle under the blow. The shields screamed out a warning, but held on stubbornly. The same couldn’t be said for the rest of her ship.

KIT read off the damage report faster than she could pick it up herself. **_“Some shrapnel made it through; it’s sliced through the right engine! I’m shutting it down now!”_**

The Seraph trembled a bit, and the noticeably decreased thrust left Terrany with an unparalleled sluggishness. She let out a breath and spun the Arwing about, inverting the canopy about and flying upside down. Her eyes widened, and she stopped breathing.

The command ship had opened its gun array. It was ready to fire.

“I’m taking the shot.” Milo’s voice came over the line, as cool as a winter day in northern Corneria. His Arwing shot past Terrany, and a streaking red line blasted out from the launcher under his nose.

The command ship began to glow bright as the turrets began the last second preparations for its second barrage. As damaged as she was, Terrany knew she couldn’t clear out of the way fast enough to dodge it.

She needn’t have worried; Milo’s aim was as true as ever, and the command ship was engulfed in a massive fireball. The four arrays spinning about it exploded, just as Terrany and KIT had predicted, and soon broke off from the ship’s gyro wheel.

What was left of the craft seemed to hang in space as Rourke and Dana flew farther away from the sparking mess. Milo chuckled, and unbeknownst to anyone, pointed his index finger like a gun at the ship and pretended to fire a round. “Bang.”

The crippled command ship’s destabilized power core finally went critical, and the craft exploded into a blazing red maelstrom. After a time, the reaction wore itself out, and the blinding light died down, leaving only a few tattered bits of scrap behind to mark the ship’s final resting place.

Nobody said anything for a minute, until Rourke hit his communicator. “All aircraft report.” He stated, a sense of satisfaction in his voice.

“I’m feeling baked, but I’ll make it back.” Dana Tiger offered.

“One shot, one kill.” Milo mused. “No problems here, Lieutenant.”

Terrany sank back into her seat and flew, at her now limping speed, towards the others. “I’ve got one engine down, but I’ll make it back.”

_“Seraph Flight, this is Ursa Control. Congratulations on passing the run. Return to base for repairs, debriefing, and some much deserved rest.”_

The four pilots let out a triumphant series of whoops and laughs, and Terrany’s three wingmen formed around her.

“Gotta say, McCloud…you sure know how to make things interesting. Welcome aboard, Wild Fox.” Milo complimented her.

Even Rourke managed a friendly remark; friendly for him. “Next time, try to take the hit on the nose.”

“I’ll remember that.” Terrany chuckled. “And thanks.”

“Just returning a favor.” Rourke told her. Their radios fell silent, and Terrany switched her Arwing over to KIT’s control. “Think you can fly us back to the Hangar?”

**_“No problem. Go ahead and take a breather, I think you’ve earned it.”_** KIT agreed, balancing the damaged Arwing out. **_“You’re freaking crazy, you know that? Taking that missile hit on the chin?”_**

“I couldn’t let it mess up Milo’s shot.”

**_“No, you could have…but you didn’t.”_** KIT told her, respect in the artificial voice. **_“You covered your wingman. I guess you really do have a heart under all that ego.”_**

“You know something, Kit?” Terrany mused, examining the claws on her right hand. “I could almost say the same thing about you.”

“Come on, team. Drinks are on me when we get back!” Rourke announced, bringing fresh cheers from Seraph Flight. They hit their boosters and streaked back towards their distant outpost on the dusty blue edge of Lylat. They were fast running out of days, but for now, there was cause for joy.

Seraph Flight was back on its game.


	7. The Attack On Ursa

**Summary for the Chapter:**

> In which war comes to Ursa Station...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER SEVEN: THE ATTACK ON URSA

**(From the Engineering Notes of Wyatt Toad)**

**Merge Mode-** The name assigned to the Seraph Arwing’s control method during enhanced performance, Merge Mode engages the G-Negator Drive and its attached weapons array. The pilot synchronizes with the Seraph’s onboard AI, and controls the flight and combat through mental commands. The culmination of modern neuroscience, robotic studies, and gravity diffusion theory, Merge Mode is the secret weapon that gives the Seraph a destructive potential equal to an entire squadron of Model K Arwings. However, the mental strain on the pilot is substantial, and extended use is not recommended. For that reason, a five minute limiter has been programmed into the Merge circuitry.

**(Wyatt’s Personal Margin Scribblings)**

**_“This may be necessary to control the G-Negator Drive, but I still don’t like it. I like my computers on the_ ** _outside **of my eyes. Maybe there’s some way to eliminate the Merge altogether…”**_

***

_Ursa Station_

_5 Days after Terrany’s Arrival_

General Gray was in fine spirits, but the tension aboard Ursa was as thick as the fur on his back. He chewed the end of his pipe nervously while he went over the next outgoing transmission.

“What do I tell them?” He mused aloud. No answer came, and the career officer pushed himself away from his desk with a sigh. He set his hand over his eyes.

_Terrany’s making progress by leaps and bounds, but the simple fact is, Carl McCloud was more skilled with the Seraph than she was._

Terrany was an instinctive pilot. The old hound dog sighed and dropped his hand back away from his face. He’d seen others like her in his career. They flew by gut instinct, and sometimes it paid off handsomely. In the pirate crackdown, they had been the first to engage, the last to retreat. That was also the problem with instinctive pilots…They never seemed to develop that tactical sense that sometimes kept them alive. All it took was for one thing to knock them off their pattern, and…

_Maybe it does run in the family_ , he mused wearily. The McClouds were notoriously instinctive pilots. Even Carl, early on had been one. He’d gotten over it, eventually…they all had to, to some degree.

“But will you, Terrany?” He asked, pulling the pipe from his mouth to stare at it.

_Or is that McCloud curse more true than I ever wanted to believe?_

_***_

_Sector X Training Grounds_

_“_ Terrany, you’ve got a bogey coming in hot!”

Terrany Anne McCloud swerved her head around, staring through the top back part of her photo-reactive canopy. Sure enough, a drone fighter was lining itself up behind her. She grunted and threw her Arwing into a gut-wrenching loop, allowing the surprised fighter to pass her by. She reverted to her nominal flight attitude behind it and squeezed off a pair of laser bolts into its engines. The thing sputtered and blew apart, and Terrany’s Arwing barrel-rolled around the debris.

“That’s one down.” She leveled under her breath. “How was that, Kit?”

**_“Pretty smooth flying.”_** KIT reassured her. **_“The best maneuver there.”_**

Terrany grimaced. “But not good enough?” She thought about it for a moment, then opened up her commlink. “Wyatt, what’s the synch readings?”

_“I’m reading you at 57.5 percent…But it’s crawling up slowly.”_

“Frag it.” Terrany snarled irritably, banking right to line up another drone. A few shots stitched the void behind it, and then trailed to its wing with a disabling explosion.

“Take it easy, McCloud. _”_ Dana called out, a female voice of reassurance. “Nobody gets Merge Mode their first time out. You just have to relax. Don’t try to force it, let it happen.”

“That’s awfully cryptic, Dana.” Terrany replied, angling her Arwing’s nose skyward to rocket towards a set of four Invader V drone ships diving on her. She held her finger on the trigger, and started to charge a laser blast. “I don’t do cryptic that well!”

“Then let an old ringtail put it to you another way, sport.” Milo drawled, farther off at the edge of the engagement zone and picking off targets at his usual, casual, pace. “I’ve seen you fight. Stop thinking about it. Trust your instincts, and for the Creator’s sake, shut up and fly.”

Terrany grinned while KIT chuckled, and released her fully charged green shot as soon as she heard the lock tone. “Now _that_ I understand.” She smiled, swerving away as the four Invader ships incinerated in the high intensity laser pulse.

Rourke let out a grunt over the airwaves. “Fantastic. Now if you’re done with the pep talk, I could use a hand here!”

Milo came back. “Damn, I’m too far out…Can you ladies get to him?”

“Not me, I’m up to my eyeballs here!” Dana shot out. Terrany glanced at her radar; she was surrounded by bogies. “Teri, can you get to Rourke?”

_**“We could.”**_ KIT suggested to his pilot. **_“But we’ve got a long patch of things between him and us.”_**

Terrany banked her Arwing left and set a course towards Rourke’s IF/F signal. “Then let’s mow the lawn!”

Terrany fired off an endless stream of lasers, and cursed. “This is wearing my finger out.”

**_“Then let go of the trigger. I’ve set it to full auto!”_**

Surprised, Terrany pulled her index finger off of the trigger, and smiled as the hyper lasers kept clearing a path. “Kit, you saucy devil you. What are you going to do next, whistle?”

**_“Not at the same time. You’ve got ten seconds to intercept, so get ready!”_**

Terrany checked her HUD one last time; 89 percent shields remaining, two smart bombs (Which were really uncharged G-Bombs, but she saw no reason in using the unfamiliar term), and all systems green.

Just a synch rating with KIT that prevented her from achieving the true goal of today’s all out environment rich dogfight…Merge Mode.

A few of the Invader class drones tried to sneak up behind her, but Terrany ignored them and weaved around their fire, not once breaking her path towards Rourke. She could start to make out the distinctive lines of his Arwing being buffeted by laserfire. He was trying to spin, but having rather poor results.

“I can’t shake these guys!” Rourke exclaimed. “And that last shot shorted out my G-Diffuser!”

“Hang on, then.” Terrany mumbled, lining up her targeting reticle. As if KIT had read her mind, the auto-fire disengaged and let her ready another charge shot. One good tone later, the green ball of fire flew in to the pack and scattered them apart. One of them managed to break clear of the blast radius, but Terrany finished him off before it could recover. Rourke’s Arwing stabilized, and Terrany finally pulled into a loop to deal with the unlucky pair that had been following her. “How’s that, Rourke?”

_“_ Not bad at all, McCloud. You got those ones on your tail taken care of?”

Terrany was firing on them before she’d even finished the loop; by the time she pulled out of it, she had to dive down to avoid the debris field left behind. “I think I can manage. How’s your G-Diffuser looking?”

“The port Diffuser just shut down for auto-repairs; Odai’s on top of it. Still, I’m going to be a bit sluggish for a couple of minutes.”

“Get clear and out to Milo.” Terrany said, lining up behind him. “I’ll escort you out.”

“…Are you giving me an order?” Rourke asked incredulously.

Terrany smiled. “I don’t give orders. I barely take them. I’m just trying to keep you alive.”

_“…_ All right, then. Stay close, I’m launching a bomb!”

A streak of red light shot free from under the nose of Rourke’s damaged Arwing, and blasted a hole in the hornet’s nest. A few fighters on the fringe of the explosion tried to soar in on them once the intense fire had died down, but Terrany skipped around Rourke and blasted them with pinpoint accuracy. She wavered near the end, though, and Rourke had to angle for a lock shot to finish off one that was aiming for her.

“You all right, McCloud?” Rourke asked.

In the cockpit, Terrany’s skull buzzed where the helmet sensors pressed through her fur and against her scalp. She grimaced, but managed to open the channel. “I’ll live. But my head’s starting to hurt here…is the interlink supposed to cause headaches?”

**_“I’m not trying to hurt you, if that’s what you’re wondering…”_**

Rourke didn’t say anything for a bit, but came back with a steady tone. “That’s natural. You must be getting closer to sixty percent synch; That pulsing you’re feeling is a test signal. It’ll do that until you manage the uplink, since we’ve been flying this entire mission with the Merge Mode parameters engaged.”

“In other words, this thing’s going to split my skull apart until Kit and I learn how to get along?” Terrany hissed. “Blast it, that’s ridiculous! Kit, shut it off!”

**_“What? But…”_**

“Lylus damnitall, shut the _damn thing off!”_

The pulsing sensation ceased instantaneously, and Terrany breathed a sigh of relief. “Kit, can you read our synch ratios?”

**_“I can access that information, yes.”_** The AI remarked, slowly beginning to comprehend her idea.

Terrany and Rourke came closer to the edge of the engagement zone, and Milo’s signal started to strengthen. “Then here’s what I want you to do. Keep that linkup, or whatever it is, shut off until we get to that synch we need. Then turn it back on as soon as we manage it.”

**_“In other words, spare you the headache until it’s possible?”_**

“You read my mind, Kit.”

**_“Not yet I haven’t.”_**

****

Terrany felt another pulse through the helmet’s pads, and without any explanation suddenly banked hard right. It was two heartbeats later before a blistering high intensity megalaser rocketed just shy of the Arwing’s vertical underside before KIT vocalized a warning.

**_“Incoming enemy! This one looks like it means business!”_**

Terrany shook off her momentary confusion and reacted. “Rourke, get to Milo! I’ll hold this guy off!”

Rourke’s grunt came through loud and clear. “Understood. I’ll come back for you when my repairs finish!” His Arwing rocketed off towards Milo at standard afterburner, and Terrany pulled her nose up, aiming for the threat in the stars.

It flew past her canopy, and Terrany’s eyes went wide. She recognized it. “Holy…”

**_“What the heck?!”_** KIT exploded, in similar incredulity. **_“That’s an Arwing!”_**

“A Model A, by the looks of it.” Terrany remarked. “Where in the devil did they drag that old relic up?”

**_“It may be a relic, but that thing’s no pushover! That thing has just a little more stop and turn on a dime than we do, so if you’re not careful, we’ll fly circles around it all day and it could potshot us to death.”_**

“There’s a reassuring thought.” Terrany mumbled, diving after it and hitting the retros to brake in the turn. Even with that, the thruster-equipped Diffusers of her Seraph’s predecessor were allowing it to out-turn her. “Any ideas on how to take it out?”

**_“I was programmed to fly these things, not fight ‘em!”_** KIT responded hotly.

Terrany had thought as much. She tightened her hand on the stick and tracked the Model A’s course. “So. We’re doing this through trial and error, huh?” She mused. “All right. Then let’s go for it."

***

_The Model A_.

Terrany grit her teeth and forced the stick harder in, pushing her aircraft to turn as sharply as it possibly could. _The Arwing my granddad flew during the Aparoid Invasion. And if it wasn’t enough that it’s nimbler than I am, they gave it a megalaser._

“Kit, if you’ve got any ideas, I’m listening.” Terrany offered.

KIT sighed over the internal speakers. **_“The only thing we’ve got that that thing doesn’t is an excessive speed advantage. Thanks to that megalaser, it beats us out in maneuverability and armament…since we can’t Merge.”_**

“Is our rating that bad?”

**_“It just dropped to fifty six.”_**

Terrany bit her lower lip, and furrowed her pale white eyebrows. “Fine. So all we’ve got is speed?”

**_“Afraid so, McCloud.”_**

“Then prep the boosters.” Terrany growled. “We can’t out-turn this sonofabitch, but I’m betting we can outpace that cannon it’s carrying long enough to loop around and pop off a couple of rounds.”

There was the barest delay as KIT ran the command through the Seraph Arwing’s processors. **_“She’s all set.”_**

Terrany’s free hand slammed onto the throttle slide and shoved the touch-sensitive indicator light as high as it could go. “Boosters engaged!” She didn’t need to announce it; she felt it shove her back into the Arwing’s seat as the G-Diffusers rushed to catch up. They streaked ahead and in front of the Model A, which fired off several short blasts and finally ended by locking onto them.

The long and steady tone inside the Seraph made Terrany cringe. “Damn…He’s got a lock on us!”

**_“He’s firing, Terrany! Incoming homing laser!”_**

Terrany narrowed her eyes even farther and kept her hand steady on the throttle. “Come on…” she goaded the machine. “Faster…you’ve gotta move FASTER…”

The laser had gotten a good jump on them, but as the seconds passed, it fell farther and farther behind before finally losing its track and exploding harmlessly in the vacuum. Terrany breathed out her tension and swung the throttle back the opposite direction. She triggered the wings in the same movement, twisting her hand over the throttle and wing control box in a smooth motion.

**_“You’re going all range? Terrany, he can outmaneuver us!”_**

“And it’s guaranteed he’ll try to outmaneuver whatever we throw at him. We’ve got to make sure this makes it through, and that means doing everything we can to keep pace with his turns!”

**_“…Flame it all. Fine, I’m with ya. Let’s just see if we can’t get it to flinch first.”_**

The Model A bore down on them, and Terrany started to charge her laser. “A very stupid game, chicken.” She remarked, firing as soon as she heard the lock-on tone. If there was one thing she had over the Model A on top of her speed, it was a longer range homing laser…At least, she’d put a bet on it, which seemed to be paying off. She barely kept track of her shot, watching the Model A trying desperately to close the gap. “Why did they name it that anyhow?”

**_“Probably because only chickens are dumb enough to run into each other. I wouldn’t know, though…Never associated with ‘em.”_**

The Model A finally started to turn away, trying to avoid the blast. Terrany grinned and hit her boosters, closing the gap and opening up with a broadside barrage of laserfire. “Got you now!”

The enemy Arwing managed to clear away from the homing shot, but Terrany’s rapid fire cut into its belly and made the shields crackle with light. It took the blast in stride and whipped about with a quick and expert execution of its Diffuser thrusters, and Terrany found herself staring down the nose of the ship.

Terrany’s eyes widened. _This is the last place I want to be with this thing…_

She barrel-rolled her Seraph hard to port, and not a moment too soon as the damaging megalaser screamed through the void.

**_“Dang!”_** KIT snapped. **_“What the Hell were they thinking, putting a megalaser on that thing? That’s a weapon for capital ships, not high performance fighters!”_**

“Doesn’t…change the fact…it’s still got one!” Terrany grunted out, between the eddies of the G-Diffuser’s wake.

**_“…That could be it, maybe.”_** KIT realized. **_“How do you think they put that thing on there?”_**

Terrany flew at random angles, doing her best to outpace the megalaser beams while the Model A closed the distance between them, and made her the proverbial fox to the hounds. “Jury rigged it, probably! It’s a miracle they got it to fit inside it at all. Looks like they gutted the bomb launcher to do it!”

**_“You didn’t see the lack of armor plating there, did you?”_**

Terrany swore as another blast from the Arwing’s megalaser punched into the Seraph, draining nine percent away from the shields in one go before she broke free. “Sorry, I’m too busy getting my tail shot off here!”

**_“What I’m getting at is that if you can punch through its shields, even for a little bit, a few good shots should disable that cannon. And I gave it a scan just now; It doesn’t have any other weapons systems active.”_**

Terrany dove down, avoiding another beam that blasted just overhead. She’d caught that. “You don’t think they had to disable the normal armament to support that?”

**_“I was surprised to see it using a megalaser to begin with. As much power as that drains, I think that those techs who set this thing up would have had a hard time keeping them.”_**

Terrany grinned faintly and looped back around, getting shot twice more in the process. Her shield gauge readout marked her down at 76 percent. “In other words, we take out that cannon…”

**_“And that thing’s dead in the water.”_**

Terrany found herself nose to nose with the Model A once more, and locked in a homing blast. The Model A did the same. “The trick’s going to be lining up a shot for that.”

**_“Nobody said this was going to be easy.”_**

Terrany wore a valkyries’ smile as she depressed the bomb trigger, and launched it to track in on the locked Arwing. “Nope. But they forgot to tell me this was going to be fun.”

The Model A threw itself into a loop, and Terrany’s grin grew wider. _Yeah, that usually defeats radar lock, but only if you’re being tailed from behind._

_**“…Eh? You say something, McCloud?”**_

Terrany blinked, and reoriented herself. The bomb was still tracking in while the Model A reached the top of its loop. “Huh? No. Why?”

KIT was silent for a bit. **_“I thought I heard you say something about radar lock.”_**

Terrany squinted her eyes, even as the canopy darkened to shield her from the tremendous explosion of red that swallowed the Model A. “No, I didn’t say that.” She replied, realizing the implications. “I…I _thought_ it.”

KIT exhaled, as much as an AI could simulate it. The unconscious gesture surprised Terrany, but KIT let it slide. **_“It’s coming out of the explosion. The Seraph’s sensors are picking up a sizable drop in its shield strength.”_**

“I’d expect so.” Terrany agreed, moving in after it and locking on again. Another green starburst of laser energy flung itself off of her nose cannon and towards the damaged enemy ship. “We just roasted it over the coals. Did we fry any of its systems?”

**_“That’s a negative, Terrany. You dinged it real good, but it’s still flying at max capacity!”_**

Terrany swore. The Arwing boosted ahead of her laserburst and cut in on her turn. If she broke clear of it, turned away, it would have an open shot. If she kept going down into the spiral they were at, it would still get her. The thing’s turning performance was still better than hers. “Kit, we can’t keep this up. It’s going to slag us here.”

**_“If you’ve got any ideas, I’m listening!”_**

Terrany ran the options through her mind, and found only one. It was a risky gamble, but it might work better out here in open space than it had in a nitrogen-oxygen rich atmosphere. “Kit, how quickly can you shut off and restart this thing’s engines?”

**_“…Crud. Are you thinking what I think you’re thinking?”_**

“Inertial slingshotting.” Terrany replied curtly. “I tried it with Milo’s Odai back on Katina when they came out to test me, and it worked there on Dana. It might work here.”

**_“It might work better.”_** KIT admitted, perhaps more proudly than he’d meant to be. **_“AIs are good for patterns, but they’re crap when you try something out of the ordinary.”_**

“Except for you, right Kit?” Terrany grunted, hitting her boosters and breaking free of the spiral.

**_“Heh…Yeah, I guess you could say that.”_** KIT finished. **_“I’m powering up the docking thrusters. You worry about the flying, I’ll handle the engines. I just hope we don’t break something.”_**

“We probably will.” Terrany answered, bracing herself in the seat. “On my mark, shutdown and tilt to forty five degree down angle, bearing 150. Now…Now…NOW!”

The Seraph’s near subliminal vibrations instantly ceased, and it lurched under the new force of its ventral and port maneuvering thrusters. Still soaring on its original course, the Seraph turned itself about handily under KIT’s control. Terrany grinned as no warning lights came on. “Damn, this maneuver _does_ work better in space. You still have the main engines primed?”

**_“They’re still hot, but they’re losing it fast. I wouldn’t want to try a cold start out here!”_**

Terrany’s eyes flickered over her radar; The Model A was tracking in on them, but hadn’t registered their orientation…She hoped. If it had, this would be a very short dogfight. “Start ‘em up!”

The Seraph Arwing regained its familiar hum, and the G-Diffusers caught the shift in time. Regardless, shooting forward in a near opposite direction and angle from its original path slowed it down enough to fool the Model A. When the Seraph finally did adjust its velocity in its new course, the Model A was readying to fire another megalaser beam at the target it considered _slowed._

The attack, of course, hit open air, and suddenly Terrany McCloud was soaring on a path underneath the surprised Model A.

Terrany opened her mouth to speak, but froze when she felt the hum of the main engines dissipate, and her Arwing beginning to spin with another judicious application of the docking thrusters.

_KIT….?_

The Model A was beginning to turn; it was anticipating the attack, but the Seraph was suddenly lined up perfectly underneath it…the Megalaser dead in Terrany’s crosshairs.

There was no question, no deliberation. There was only, in true McCloud tradition, instinct and reaction. Terrany pulled the trigger, and fired round after round of hyper laser fire into the Model A’s weak underside.

The shots pitted the cannon with holes, and left similar marks of destruction along the hull. The megalaser, however, was the selling point.

KIT and Terrany’s assumption had been right; it was a rush job. The megalaser hadn’t been properly shielded, and the safeties had been disengaged to give the Model A homing laser capability.

When the megalaser cannon lost containment, it took half the Arwing in the explosion. Terrany squinted her eyes even as the photo-reactive canopy darkened, and let KIT reorient the Seraph back on a straight course in the opposite direction. What was left of their foe sparked, crippled and fatally wounded. A few seconds later, as the Seraph’s main engines reactivated for the second time and shot them off, the Model A’s fusion reactor went critical and engulfed the rest of the ship in flames.

Terrany took a few moments to catch her breath. “Kit…Any more targets out there?”

**_“The screen’s clear, McCloud. Nice job.”_**

Terrany leveled off and turned back towards Rourke and Milo…and Dana, who was flying towards the pack on a separate vector. “Kit? How did you know to do that last part?”

**_“…You pulling my chain? You told me to.”_**

Terrany shut her eyes, and felt the familiar hum of her helmet’s cerebral sensors press against her skull. “No, I didn’t. I barely…had time to think it.”

KIT took the news in stride, but waited a moment before speaking. When he did, it was in surprise. **_“Terrany?”_**

“Yeah, Kit?”

**_“…In the last ten seconds of that fight…Our synch ratio was up to 59.87 percent.”_**

The number was their best score yet, Terrany realized…but not good enough. Not for what they needed.

“Merge Mode’s still beyond me, isn’t it?” She asked the AI quietly.

KIT let off a noncommittal noise, and let the radio do the talking.

“Terrany, that was…that was ridiculously brilliant!” Milo gushed.

“Oh, relax. She used that trick on me before. It’s nothing new.” Dana Tiger scoffed.

“Either way, it worked…but we didn’t succeed here.” Rourke reminded them. “How close did you get to the required Synch, Terrany?”

Terrany McCloud caught up to them and slipped into the rear position as they formed up for the flight back to Ursa. “Not close enough.”

The rest of Seraph Flight didn’t say anything more after that. They flew back in silence, triumphant…

And yet, at least in Terrany’s case…

Failures.

***

_Ursa Station_

“We have two days left.” General Gray announced to Seraph Flight, pacing around the meeting room. His unlit corncob pipe was looking well gnawed. “Two days until our superiors at the Cornerian Air Force want this unit up and operational.”

Milo Granger raised a paw, and the General nodded for him to continue. “General, I’ve probably asked this before, but for the benefit of the others, if not myself again, why does it have to be in two days? Will this alien fleet be in range by then?”

The General sighed. “No. In two days’ time, you are to rendezvous with the 7th Fleet, which is massing just off of Aquas. From there, you and the rest of the strike force will engage the enemy fleet head on.”

Both Dana and Terrany winced at the notion. Rourke took the initiative.

“That seems a rather foolhardy plan, given what little we know about these invaders.” Rourke pointed out. “A single ship, probably no more than a heavy scout cruiser, managed to take down Carl. Why are they so eager to throw the rest of us at their whole fleet?! Until we know more about their capabilities, we’re flying down the barrel of a loaded gun!”

The General nodded gravely. “I know, I don’t approve of the plan myself. But I have to take orders…just like you do. And those orders say that this Flight is operational in two days.” He scratched behind his left ear for a few moments. “That’ll be all, then. Go get something to eat. Train. Do something. You’re all making me nervous just from secondhand tension.”

Rourke bit his tongue and led the team out. Terrany lingered at the back of the line, and let the others guide her. They were opinionated enough once they cleared the General’s office.

“That’s the most ludicrous plan I’ve ever heard!” Dana exploded.

Milo yawned, looking very tired, and shrugged his shoulders. “That’s brass for you. They’re looking for a knockout punch. And they think we can do it.”

Rourke exhaled. “ _Now_ I remember why I hate this job. I never did like taking orders.”

“Yeah, I imagine things were easier when you were still a merc.” Dana reiterated, swishing her striped tail behind her. Rourke chuckled and ran a claw under his chin.

“No, not easier. But at least I was free.” He glanced back over his shoulder and nodded at Terrany. “You’ve been awfully quiet since we docked, McCloud. Usually, you can’t help but offer your opinion.”

The albino furred fox blinked twice and looked up towards Rourke. “...Huh? Oh. Yeah, I guess.” She mumbled.

Her three wingmen of Seraph Flight stopped and turned about to look at her. Terrany was surprised to find all of their faces watching her with sympathy. It was a sign of how far she’d come in so short a time, that there was respect and concern instead of mistrust on their faces.

Rourke stared down his snout at her. “What’s bothering you, Terrany?”

Terrany looked away, ashamed. “I couldn’t do it. I’m the reason that we’re not ready.”

Milo laughed. “Oh, come on. Nobody gets Merge Mode their first time out. Matter of fact, you’re due in the medical bay. They wanted to review the mission’s biofeeds with you.”

“What good is that going to do?” Terrany asked the raccoon plainly. “I was still half a percent short. And even when I got close, I…”

The other three looked at her, and Terrany covered her eyes with a paw. “I don’t know.” She finished meekly.

“You’ll figure it out.” Dana reassured the young McCloud, putting a hand on her shoulder to comfort her. “We all did eventually.”

“And if I don’t?” Terrany asked, putting the unthinkable question in front of them.

Rourke stared at her, and then pointed a claw towards her face. “You’ll get it.” He stated flatly, leaving no doubt in the sentence. He turned and started to walk off. “Because the alternative isn’t worth thinking about.”

***

_Ursa Medical Bay_

The flight doctor on call was the same chestnut furred simian that had been in the last time Terrany had gone for a visit. His mood had improved considerably, probably due to the lack of other patients. News of her successful integration to Seraph Flight also brightened his outlook enough for the ape to properly introduce himself as Sherman Bushtail.

After they’d exchanged pleasantries, Dr. Bushtail had then made Terrany take off her flight jacket and go through the usual motions: Breathing, coughing, visual acuity, and so on. The curious thing was that right after, he had picked up an impressive flatscreen datapad three-fourths of a meter in length and half a meter high, and lost himself in the readouts with a series of ‘hmms’ and ‘aaahs.’

This went on for nearly two minutes before Terrany’s impatience reached a boil. “Hey doc, what’s so blasted interesting? Did I contract some rare terminal disease?”

That caught Sherman Bushtail’s attention, and the simian turned his flattened face towards her and shook his head. “Nothing that interesting, I’m afraid. But I was comparing your biometrics to your flight data.”

Terrany picked up her discarded flight jacket and pulled it over her khaki T-Shirt. “And what does that tell you?”

Dr. Bushtail smiled at her and pulled his white doctor’s coat around his shoulders a little tighter. “A lot, if you know what to look for.” He stood up and walked over to Terrany, displaying the datapad. It was a mess of lines and charts to Terrany.

Dr. Bushtail pointed them out, one by one. “This one’s your pulse. That one shows your brain activity, and the one next to it is your synchronization rate with your ship’s AI. And those rendered graphics at the bottom…”

Terrany stepped into the conversation, watching the silhouette of two Arwings dueling in open space. “I know what that is. That’s me.”

The doctor nodded. “That’s something the boys in engineering rigged together for me. It helps to have a visual.” He held a finger above the touchscreen’s play button. “I paused the simulation run. Five seconds in from this timestamp, you’ll run through the maneuver that allowed you to defeat that old Model A they rigged up for you. Pay close attention to your psychokinetics when you do.” His forefinger hit the start, and the simulation ran on.

Terrany watched the readouts of her brain activity, which had probably been collected from her helmet sensors. Just as the flight doctor predicted, there was a tremendous jump in one of the lines when she and KIT executed the maneuver.

“What was that?” Terrany muttered, checking the color of the line against the readout legend. “Delta waves? What are those?”

“Delta brainwaves are commonly produced when you’re sleeping in a REM state: It’s a measure of how active your subconscious is.” The flight doctor adjusted his glasses. “In lay terms, that’s more or less the strength of your will.”

Terrany stared. “Yeah, but what do my dreams have to do with flying the Seraph?”

Sherman scratched at his nose thoughtfully. “The Merge Mode system of the Seraph Arwings use your delta brainwaves to connect you to the AI. Your subconscious mind has far more potential than waking thought. Have you ever had a vivid dream? One that seemed completely real?”

Terrany thought about it, and nodded weakly.

“When you’re dreaming, your mind makes up everything. Sure, it uses memories, but the construction of it, building the sensory aspects that make it _feel real_ , pulling all that together is a tremendous amount of work.” Dr. Bushtail went on excitably. “The amount of raw computing power that your subconscious mind has can surpass nearly any supercomputer. Merge Mode allows you to synchronize your thoughts with the AI on board your Arwing. Without that extra control and ability, you couldn’t fly the G-Negator.”

“That’s just it.” Terrany told the simian, understanding his lecture but finding no utility in it. “I _can’t_ Merge. I’ve tried. I always come up short!”

The flight doctor rubbed at his chin, and pointed back to the biometric data. “I noticed that. I don’t think that it’s a glitch, either. Here, watch that last part of the dogfight again, when you’re doing those breakneck turning and flipping maneuvers that aren’t approved under the warranty.”

He rewound the footage again, and Terrany watched the shape of her Arwing spin about in the void, gaining a bead on the Model A and avoiding its megalaser.

The image froze just when her Arwing was about to spin and line up the shot that won her the engagement. Sherman’s finger came over and guided her eyes to the synch readout.

It read 64.3 percent.

Terrany drew in a breath. “What…But…Wait a minute! That’s impossible!”

“I thought so, too.” Sherman replied nonchalantly.

Terrany stared at the number. “There’s no way it could have been that high. Kit told me we’d only reached 59 and some odd percent of synch!”

“On average.” Dr. Bushtail clarified. “More specifically, that was the average for two seconds’ worth of flying time.”

“But still…if I peaked at 64 percent, why didn’t Merge Mode kick in? I told Kit to establish it the moment we got there!”

“Believe it or not, Kit was following your instructions as well as the Seraph allowed him to.” Sherman reached into the front pocket of his lab coat and pulled out a small pointer. “The Merge circuitry’s loaded with redundant backups and more safety features than a thermonuclear device. One of them is that you can’t stay connected with your AI in Merge Mode for more than five minutes; after that, the strain on your mind becomes too much. But a lesser known, and equally important safety feature, was put in to keep accidents from happening.”

Terrany narrowed her eyes and stared over the readout. “What kind of accidents?” The pale vixen growled warningly.

If Sherman Bushtail was upset at the response, he didn’t show it. “Everybody occasionally gets a moment of insight…a burst of will, if you can imagine it. You see your surroundings a bit more clearly, you notice something you didn’t before, you pick up the scent of blood on the wind and know exactly how far away it’s coming from…that sort of thing. That same kind of insight can fool the sensors in your helmet into thinking you and the AI are operating closely enough to Merge, when in fact, you’re not…and it’s rather painful to try and Merge without that synch ratio.”

Terrany winced and recalled the throbbing pain she’d felt in her skull from Kit’s ongoing failed connections. “Yeah. I can see that. But if I got that high, why didn’t it take?”

“ When we designed the Merge circuitry, we put in a two second monitor. Any amount of momentary insight lasts less than two seconds on the sensors. Anything more, and the reading’s genuine…and you and your AI connect. That’s your answer there. Your synch didn’t stay that high for long enough.”

Terrany closed her eyes, crestfallen. “I see.”

Dr. Bushtail hooted quietly for a moment, and then tapped on the edge of his large flatscreen. “There was one thing that surprised me, though. A burst spikes far above normal and then drops back just as suddenly. But in your case, all through the simulation, you were holding steady in the fiftieth percentile. At that moment, you crossed the threshold…and then pulled away from it. Not as quickly as a fluke reading, though.”

He tapped the play button again, and the simulation continued. Her ship aligned, she fired, and the Model A took its mortal injuries.

And all through the barrage, her synch reading dropped from that marvelous 64 percent…to 54 percent, not quite two seconds later.

Terrany stared at it, and Dr. Bushtail leaned in, sensing she was thinking on it.

“Did you remember something?” He asked, hoping for a positive.

“Like what?” Terrany came back, still staring at the readout.

“The drop wasn’t accidental, and it wasn’t just a burst of insight. You reached that height, and then you pulled back from it. There’s a reason why, and it’s irritating me to no end because I can’t place it. And there’s got to be something you know that explains it.”

Terrany closed her eyes for a moment, and thought back to what was running through her mind when that happened.

She remembered what KIT told her afterwards…that she’d told him to do it. But Terrany hadn’t uttered a word in that small section of time. Had she really spoken to him…with her mind?

If the synch had gotten that high, it sort of made sense. It wasn’t the first time that KIT had ‘read her mind’ either…but it was the most upsetting.

Upsetting.

Terrany opened her eyes back up and stared at Dr. Bushtail. The simian waited patiently.

“What was going through your mind when that happened?”

Terrany stood up , and slowly shook her head. “When Kit moved the Arwing without me telling him to…It surprised me.”

He waited, and finally blinked after a few seconds. “That’s it?”

Terrany nodded. “Yeah. That was all I thought. Kit did what I wanted to do, without me ever asking him to. I’m not used to that happening."

*** 

“So, Dr. Bushtail gave you the clinical description?” Dana asked, when Terrany met her for a drink later on.

Terrany pulled the straw to her iced tea out of her mouth and swallowed before nodding. “Yeah. I figured out a few things, though.”

The tigress picked up a handful of bar nuts and rattled them around in her paw. “I can’t believe you actually got to 64 percent synch. With Kit, that’s just unheard of!”

“Unheard of or not, it still wasn’t enough.” Terrany sighed. The vixen slumped forward onto the bar and rested her head in her arms. “Dana, how am I going to be ready in two days?”

“You got close this time. You did better with Kit than anybody else ever has. Even better than…”

Dana’s voice cut out, and Terrany closed her eyes. “Even better than my brother, right?”

Dana Tiger put the bar nuts down on her napkin and exhaled. “Yeah.”

Terrany opened her eyes, but didn’t sit up. “I’m almost jealous of you, you know? You saw him last.”

Dana laughed, to keep from crying. “I also heard him die.”

Terrany sat up straight. “You what?”

Dana reached for another napkin and dabbed under her eyes. “Yeah. We were all listening to Carl’s transmissions when he went out for that last flight. It was just supposed to be another test, to try and see how far we could push the standard plasma thrusters. Instead, he ended up getting jumped by that alien scout ship…and we heard him fighting for his life, and losing. His last report was him saying he’d launched a G-Bomb…and then nothing.” Dana put the napkin aside. “We think the explosion got them both.”

Shocked, Terrany took a moment to drink some more tea. When she swallowed, she spoke again. “I didn’t know.”

Dana sniffed. “Forget about it. It’s in the past.” She looked to Terrany. “I was rash earlier, when we first met. I thought you were going to come in here and try to replace Carl. But you didn’t. We’ve expected a lot out of you from the moment you arrived and you’ve delivered.”

Terrany raised her iced tea in thanks and sipped some more. “I couldn’t replace my brother. He was a leader…I can barely keep my own life straight.” She chuckled and stared through the amber liquid to her counterpart. “He was the real McCloud, Dana. You were lucky to know him.”

“And love him.” The tigress agreed, saluting Terrany with her own drink.

They finished off the round and Dana motioned to the barkeep. “Another one. And make mine a West Shore iced tea.” The bartender nodded and set to work, and Terrany mulled over the drink choice.

“Hey, doesn’t that have distilled corn liquor in it?”

“No, rum.”

Terrany let out a small cough. “Rum? Here?”

“Rule one of a military outpost on the fringe of Lylat, Terrany.” Dana answered with a smile, taking a long draw when the barkeep set it in front of them. “In absence of shore leave…you get drunk.”

The younger McCloud nodded. “Nah. I only ever got drunk when I was depressed. I’ll pass.”

Dana swallowed again. “Depressed? Doesn’t this count for you being depressed?”

“I don’t follow.”

“We’re two days from shipping out against Lylus only knows what, and you’re ticked off that you can’t merge.”

Terrany gave it only a moment’s thought before she shook her head. “No, I’m not ticked off. I’m worried.”

“You’ll get it, Teri. We all did.”

The last McCloud ran her finger along the edge of her glass. “What’s it like?”

“What, Merging?”

“Yeah.” Terrany winced to hear Dana describe it so casually. “I mean, you’re plugging yourself into the Arwing, or it’s plugging into you…Doesn’t that scare you?”

“Maybe a little at first, but I came into Project Seraph as a test pilot.” Dana replied calmly. “I’m used to putting my life on the line inside of strange aircraft.” She smiled. “What, are you afraid of it?”

Terrany blinked a few times. “Afraid?” The word brought up stark images that did little to ease her perception of the procedure. “…Maybe. There were times in that fight that Kit swore he heard me tell him something, but I’d not said a word.”

“You think he was picking up your thoughts?”

“What else could it be?”

Dana rubbed her left ear. “That’s a good thing, then. It means the synch was working. That’s the whole point of it: To make flying that aircraft easier. Without it, you can’t unlock the potential of the Seraph.”

Terrany flattened her ears against her skull. “What did it feel like? Merging?”

Dana thought for a moment, and picked up her iced tea. “It feels like…You become the ship. You don’t see through the cockpit. You’re outside of it, watching the Arwing fly from behind, aware of everything happening around you. You feel every pull of the trigger, every smooth and seamless turn. The hum of the G-Negator almost becomes your heartbeat.”

Terrany gave Dana a horrified stare. “That’s awful!”

Dana chuckled. “Well, another way to look at it is this…you’re an instinctive pilot, right? You fly by your hunches and the tactile feel of the machine around you. This is just the next step. What you think, the AI thinks, the Arwing does.”

“And in all the time you’ve been flying these things, did you ever feel like you lost yourself?” Terrany pressed.

“Lost myself?”

“Like…you couldn’t tell where you ended and the machine began?”

Dana scratched at her head. “No. Never. I mean, my Odai’s parameters adapted to fit my own, sure…but when Merge Mode disengages, I’m still me. I’m the one with the personality.”

Terrany chuckled weakly. “Yeah…That’s something, all right. But there are days I think that there’s more to Kit than that goofy AI lets on.”

Dana cocked an eyebrow at Terrany and twitched her whiskers. “What are you driving at? Are you afraid of Merging because of Kit? Because he’s different?”

“He’s the prototype.” Terrany elaborated solemnly. “Wyatt Toad told me once that they dumbed down the Odais…because Kit was too much for anyone.” She chuckled dourly and threw the straw out of her glass, downing the rest of her iced tea in one swift gulp. “So yeah. I guess I am afraid…Afraid that if we do Merge, I won’t be the same Terrany McCloud afterwards.”

The tigress’s eyes were starting to glass over, thanks to the speed at which she’d drank her alcoholic iced tea. She pondered Terrany’s answer, and then offered a quick barking laugh.

Upset, Terrany leaned away from her. “What’s so funny?” She demanded.

Dana leaned her weight on the countertop and got out the last few silent guffaws. “Well, Teri…” She said, when she could speak again, “I was just thinking that if you’re this upset about Merging, and you really believe that Kit’s so much different than the other Seraph AIs…I wonder how Kit feels about the idea?”

***

“You got her?” Terrany grunted, hefting the weight of an unconscious Dana Tiger onto Milo’s shoulders. The ring-tailed raccoon chuckled, not straining as much as Terrany had.

“Yeah, I’ve got her. Thanks for calling me, by the way.”

“Does she do this often?” Terrany asked her wingman, stretching to work the strain out of her shoulders.

Milo shook his head. “She didn’t, before Skip died. After…More times than I care to admit. It’s a credit to her resilience that the alcohol works through her system pretty fast. Give her about four hours, she won’t even have a hangover.” Milo shrugged and gave Terrany a sad stare. “Rourke and I just try to pick up the pieces.”

“She always comes off so strong.” Terrany mumbled, walking alongside Milo.

The older pilot nodded, and kept going. “She is that strong. Carl meant everything to her. She’s still able to fly, still able to fight…still able to hold it together. She’s a great test pilot, and when the mood suits her, a decent friend.”

Terrany looked at him, and chuckled to herself. “You’re something else. I mean, I’m a hot-rodder. Rourke is…Well, Rourke, and Dana is nearly bipolar. Where in the Hell did they dig you out from?”

Milo smirked. “Why? Do you need to know?”

Terrany blinked. “Well, I…No, I suppose I don’t. I was just asking. Rourke hasn’t even told me his story, besides that he’s here to repay my brother for some favor he did for him. You guys are all mysteries to me.”

Milo considered it, and then nodded his head. “All right, you’ve got me there. I came in as regular army. Kept the rank.”

“You mean, you weren’t a pilot?”

“I manage well enough. I had the right kind of brain for this project, and they forgive the rest. But on any given day, you three could fly rings around me.”

“So why did you join up?” Terrany asked.

Milo’s smile thinned out, and he stared on down the hallway to the elevator at the end. “Because I never miss my target. Ever.” He looked over to Terrany and nodded. “That’ll do for now, I think. And now, Terrany, give me an explanation.”

Terrany rolled her eyes. “Oh, come on. Compared to all of you, I’m an open book. You’ve read my dossier, and I’m sure that Carl talked up a storm of stories about me besides.”

“True, but there’s one thing not even Skip had an answer for.” The raccoon went on, in his typical easygoing drawl. “That last air show you were in on Katina…what happened up there?”

Terrany halted and blinked at the sudden question. She drew in a slow breath, watching Milo watch her expectantly.

Then her communicator went off.

_“Hey Terrany, this is Wyatt Toad down in engineering. I’ve got something here I want to show you. Swing on by if you’ve got a minute.”_

Terrany blinked a few times, then smiled apologetically to Milo. “Mind if I take a rain check on that answer?”

“As long as you pay it eventually.” Sergeant Granger answered, walking himself and Dana towards the elevator. “You’d best go see what that Toad wants. He’s a real nut, but he’s damned good at his job.”

Terrany nodded. “You’ve got her?”

“I’ve done this before. She’s in good hands, Terrany.” Milo reassured her. Dana finally shifted a bit and offered a groggy, slurred message.

“Whuz…wh’m uh?”

“You’re on Ursa, Dana. I’m taking you to bed.” Milo soothed her questions, doing his best not to sigh.

“Buhd’s good.” The tigress droned on. “Yuh know, Mowuh, yuh a good fwmd.”

“So they tell me.” The raccoon answered her, leading her into the elevator. “Come on, then. That’s a good girl.”

Terrany waited until the elevator doors shut on the two of them, then turned around and walked towards a different transport. Even as she chuckled about Dana’s self-inflicted condition, a pang of guilt, and something deeper ran through her.

The memory of that air show lingered on still. Yes, she was afraid of Merging with KIT…

_But more, I’m afraid of screwing up again._

_***_

_Hangar Bay 1_

_Engineering Department_

Terrany wandered around for five minutes in the pressurized aircraft hangar without seeing Wyatt Toad. It took her that long to see somebody she felt comfortable asking for help…Ulie Darkpaw meandered by, whistling a tune and lugging a toolbox in his left hand.

Terrany whistled sharply at him to get his attention. The ursine jumped and looked over, then relaxed. “Ah. Terrany, it’s just you. What are you doing down here?”

“I’m looking for your boss, Wyatt. He called me earlier, said he had something to show me.” Terrany explained, walking over to him. “I’m striking out, though. Do you know where he got off to?”

Ulie set his toolbox down and scratched at his head. “Well, this time of night, he’s usually in the back engineering rooms tinkering with some damn fool thing or another. It’s a wonder he gets out at all.”

Terrany restrained herself to a small smile. “Right. Okay then, which way is engineering from here?”

Ulie motioned to a rather plain and unnoticeable door fifteen meters off to the side. “Back that way. Sorry I can’t stick around, but they called me over to Hangar Bay 2. Milo’s lasers need recalibrating.”

“Hangar Bay 2? I thought we kept all the Arwings here in Bay 1.” Terrany mused, surprised. Ulie scratched the side of his nose with a trimmed claw and grinned.

“Usually, but we had some transports come in today earlier with some engineering supplies, so we had to transmit the other three Arwings over to make some room. We would’ve sent yours, but Wyatt insisted he needed to have KIT and your Seraph on hand.” The bear blinked. “Hey, maybe that’s why he sent for you!” He picked his toolbox back up and kept on walking, waving behind him. “Remember, through that door now!”

“I’ve got it, Ulie.” Terrany waved to him and marched in the opposite direction. She opened up the unlabeled door and walked inside, and lost herself in another world.

There were shelves and shelves of gadgets and wires and motors, and every other sort of item one would expect to see in an engineering department. Emphasizing the militaristic bent of Ursa, there were also various chunks and portions of weaponry.

Terrany walked cautiously through the maze. “Wyatt? Wyatt, you in here?”

A croak off to her far right drew her attention. “Yeah, I’m back here. Come on in, Terrany.”

Terrany squeezed past some more heavily packed shelves, and finally located an open space filled with worktables. In the room of fluorescent lights, Wyatt Toad sat up by a counter, diligently fiddling away in the interior of some kind of pod under a single sun lamp.

“Working hard, or hardly working?” Terrany asked the amphibian lightly, strolling up beside him.

Wyatt let out a reverberating warble and turned his head up to smile. “Funny thing is, sometimes this doesn’t feel like work.” He held up the piece of machinery. “You know what this is?”

Terrany stared at the pod, and noticed a set of thrusters around the posterior end. “Some kind of satellite?”

“Close.” Wyatt nodded approvingly. “This thing’s what we call a “Godsight” pod. It’s basically a reusable camera on a rocket that can feed visual data to a controlling source. We tested them out a little before you came on board, actually. You get enough of these little buggers together in one spot, you can paint a very accurate portrait of the battleground.” Wyatt set it back down on the table. “We’re planning on making them standard on the Seraphs later on. Right now, though, the feasibility isn’t there; storage issues.”

“Huh.” Terrany folded her arms and raised an eyebrow. “Is that what you wanted to show me?”

“Eh?” Wyatt blinked, then suddenly remembered. “Oh. Oh no. No, I was just modifying the stabilization thrusters a bit to try and improve the fuel efficiency.” He stood up and headed for another table, where a small jewelry box sat surrounded by even more of Wyatt’s clutter. “I called you down here to give you this.” He picked up the box and opened it, to reveal a small blue earring stud.

Terrany blinked. “Um…It’s nice, Wyatt, but I don’t know how comfortable I’d feel accepting jewelry from you.”

Wyatt snorted. “Oh, be serious now. It’s more than an earring. Go ahead, put it in.”

Still dubious, Terrany reached for the trinket and slid it through the piercing in her right ear. She was grateful that it hadn’t had a chance to heal itself shut since she left Katina.

After securing the clutch in the back, Terrany cleared her throat. “All right, it’s in. Now what?”

**_“You say hi, ideally.”_**

Terrany jumped a bit, and Wyatt’s large mouth curled into a huge smile. “He’s eager, isn’t he?”

Terrany reached a finger up and brushed at her earlobe. “But…Kit just said that.”

Wyatt nodded. “He did indeed. That little bit of jewelry there is a radio transceiver connected to your ship’s computer. And no, it doesn’t have a speaker: It vibrates just enough to recreate an audio carrier wave, which transfers straight to your auditory nerve through your fuzzy little ear. It also picks up the vibrations you make when you speak.”

Terrany tugged at it, fast impressed with the technology. “That means I’d be able to hear him talk even if I was next to a jet engine, right?”

“Yes, and he’d be able to hear you as well.”

“This is incredible.” Terrany exclaimed. “Did you make this?”

“Well, the technology’s been there for a couple of decades, but I managed to give it a power source that finally makes it feasible.”

Terrany tugged on her ear. “Oh? What’s running it?”

“A microgram of the mineral that powers your bombs.”

The last McCloud froze, and turned her cold eyes on the amphibian. “What.”

Wyatt blinked. “Huh? Oh. You’re worried about it going off, aren’t you?”

“I’ve got a miniaturized Nova Bomb strapped onto my head, Toad. I think I’ve got a right to be worried.”

Wyatt croaked and nodded. “Fair enough. But you don’t need to be. It’s not weapons grade, and it’s very stable. The only way that could go off is if you were engulfed in an atomic fireball, and you’d be dead before it went off anyhow.”

“Well, that’s comforting.” Terrany exhaled. She tapped the earpiece a few times, and noticed it made a subtle vibrating chirp each time, powering on and off . “So how long will this thing run?”

“The mineral will generate enough power for about two weeks…more, if you power it down when you’re not using it.”

“Good to know. What do you think about this, Kit?”

**_“It doesn’t bother me if it doesn’t bother you. Things get lonely down here sometimes. It’ll be nice to hear from you every so often.”_**

Terrany smiled. “Ideally, you won’t be using it to bother me too much. I need a life, you know.”

**_“Ohh. YOU need a life. So, what, I’m just supposed to sit here and diddle myself the rest of the time?”_**

“Geez, Kit, relax.” Terrany soothed the temperamental AI. “You sound almost alive when you get in a funk like that.”

**_“…Yeah.”_** KIT agreed somberly. **_“Almost.”_**

Terrany scratched at her other ear. “All right, I’ll make you a deal. I’ll do my best to keep it on most of the time. But I don’t want to hear you complaining when I do turn it off. Okay?”

**_“It’ll do.”_** KIT acquiesced. **_“But tell Wyatt thanks for me. He puts in a lot of work, and I don’t think he hears gratitude too often.”_**

Terrany turned to Wyatt, a slight grin over her predatory features. “Kit says it took you long enough.”

**_“Hey! That’s not what I said!”_**

“He says you should have had a whole shelf full of these things by now.” Terrany added, winking at the blinking Wyatt to reassure him of the joke’s intention.

The engineer caught on and laughed, then waved her off. “Go on and get out of here, will you? I’ve still got work to do.”

Terrany yawned. “Yeah, I can live with that. It’s getting pretty late.”

“Go on and sack out. You’ve earned it. And tell KIT to try and set himself in standby. It’s not healthy for him to be online 24/7.”

Terrany laughed as she turned for the door. “It’s impossible to tell Kit anything.”

**_“And the sooner you realize that, the better we’ll get along.”_**

Terrany rolled her eyes and vanished back out past the shelves of equipment towards the exit. “And how about when I come up with crazy ideas in combat? How come you listen to those?”

**_“Because, McCloud, the crazy ideas are the ones that_** _work **.”**_ KIT replied smugly. **_“Besides, I’m pretty sure we’re both crazy.”_**

“Yeah.” Terrany sighed, stepping out of the engineering department and closing the door behind her. “And we’re both afraid.”

**_“Afraid? Afraid of what?”_** The AI asked, confused.

“Merging.” Terrany elaborated softly. She got nothing but silence. “Or maybe it is just me…but I was talking to Dana. And I think I am a little afraid of it. I mean…Merging. It’s basically connecting my brain to you, right? Dana said it was like becoming a part of the machine. And I’m afraid that if we did do that…”

**_“…That you might not be yourself when you came back out of it?”_**

Terrany paused inside of Hangar Bay 1, and turned to stare towards the corner where her Seraph, and KIT, sat docked in power-down mode.

For a brief moment, Terrany thought she could feel KIT looking at her.

“You feel like that could happen too?”

**_“I’m not saying it couldn’t.”_** KIT replied, his artificial tone more subdued than usual. **_“There’s a lot of unknowns about this. Sure, the rest of your team can link up with the ODAIs. But the ODAIs aren’t like me. They’re replicas. As Wyatt loves to remind me, I’m something else entirely.”_**

“Right, because you’re more advanced. You’ve been programmed with the tactics and experience of the Lylat Wars’ greatest pilot.” Terrany agreed. “But…do you have my grandfather’s personality?”

Again, KIT sat thinking for a long time before he spoke again. **_“I have_** _a **personality.”**_ The AI said cryptically. **_“And for whatever else it is, there are things that make me me that I’d like to keep a hold on.”_**

“Just like I want to still be Terrany after we pull out of Merge Mode.” The last McCloud concluded. “That’s probably what’s screwing us up. We get there…we think the same, we come up with the same move, we react at the same time…but then we get afraid of it, and what it means. We need to Merge, but we **can’t**. We don’t want to, almost.”

KIT harrumphed. **_“Yeah. Yeah, I can see that. But we’re going to Merge eventually, Teri.”_**

“What makes you so sure?”

**_“Because if we don’t, the Lylat System’s up a creek without a paddle. Given those odds…Even if it means that I’ll lose a part of who I am…I don’t have much of a choice in the matter.”_**

KIT’s lackluster enthusiasm caused Terrany to sigh and walk for the elevator that would take her out of the Hangar Bay. “It’s one thing to know it. It’s another to want it. Something about my subconscious mind, Kit. I can justify needing to Merge. It’s harder to want to. The same probably goes for you.”

**_“All right, then. If you’re the psychiatrist in our sordid little relationship, how in the heck do we make it work?”_**

“I don’t know.” Terrany mumbled, pushing the button for the elevator.

**_“What? What do you mean…”_**

“I said I don’t fuckin’ know, all right?” Terrany snapped. She rubbed at her forehead and exhaled loudly. “I’m too tired to figure it out right now. So I’m going to sleep on it, and see what I can come up with in the morning. You should do the same thing.”

**_“I don’t sleep.”_** KIT argued.

“Then shut yourself off for a while. Hibernate. Whatever.” The elevator doors opened, and Terrany stepped inside. “I’m going to bed.”

**_“And if I come up with something?”_**

“Tell me about it in the morning.” Terrany pushed the button for her residential floor and then raised a hand to her ear. “Night, Kit.”

**_“Yeah, ni…”_**

**** **Click.**

The doors to the elevator shut, and Terrany finally closed her eyes.

She was going to sleep like a log tonight.

***

_Hyperspace_

_Just Beyond Sector X Decommissioned Zone_

The rest of the Armada was behind them.

Every group in the invasion force had a mission. The lone carrier’s mission was a prologue to it all.

Destroy the space station within the ruined nebulous cloud. A simple task, and one it would perform without any problems at all. It had come here following lines of communication from the single spacecraft that had gone up against a scout cruiser and beaten it to a standstill.

The space station had been that spacecraft’s home base. The war council believed there to be others like it…And that could not be tolerated. Within a short time, they would emerge from their long galactic journey and strike the first blow against the Lylat System.

There had been a rumor about ship that the Lord of Fire had purposefully earmarked the station for destruction. It was likely just a rumor, though. Their Lord had more important things to worry about than a single installation. There was all of Lylat to burn.

That did not keep the captain from brooding over the specificity of his order.

**Neutralize the space station.**

**Destroy all Arwings.**

***

_Ursa Station_

_Command Center_

It had been a quiet night for the porcine radar operator. Twice he’d felt himself nodding off already, and now he was bracing for his third. His avian counterpart on the communications console nudged him, and the technician came to with a start.

The feathered technician smiled at the hog. “Late night, huh?”

“Getting later by the minute.” The pig yawned and stretched his arms. “I think I’m going to go get a cup of joe. You want one?”

The red-feathered avian blinked. “You sure you should be leaving your post? Your shift doesn’t end for another forty-five minutes.”

The pig shrugged, and pointed down at the screen. “Look. There’s nothing going on down there.” He kept pointing and stared to his counterpart. “Hell, a vegetable could man this post. So, is it going to be one sugars or two?”

The avian wasn’t focused on him, though, the hog suddenly realized. His wide eyes were staring dead at the radar screen.

Hogsmeade looked again, and let out a squeal of surprise. A massive return blip, the size of a Cornerian ship of the line had just appeared nearby. “Lylus fornicate it all, what in the…”

“You can forget about that coffee, I think.” The communications technician remarked, checking his own equipment. He set a hand over his headset’s earpiece and shook his head. “I’m not getting an IF/F signal. That’s an unknown bogey.”

The hog shook his head in dismay. “I’m detecting a massive hyperspace rift around the object. It’s coming through a portal.” He cross-checked the references. “Radar imaging doesn’t match it up to any known spacecraft.”

The radio technician clicked his microphone on. “Unidentified spacecraft, this is Ursa Station. Hold position and identify yourselves, over.”

In response, a barrage of missiles suddenly launched from the carrier and started tracking in.

The klaxons triggered automatically, and Ursa woke up from its sleep to the sound of panic and alarm.

The avian technician looked to Hogsmeade. “Well, they just identified themselves.” He mumbled, his voice detached to keep from panicking. “I would imagine…that’s the enemy.”

The pig nodded gravely and looked over to what served as the combat consoles, which wasn’t much at all.

“And I would imagine we’re pretty well screwed.” He echoed, watching the missiles track in.

***

Ursa Station wasn’t a combat vessel. It was an out of the way installation that had long ago passed its prime and been marked for decommissioning. That was a large part of why it had been chosen: It was out of the public eye, it didn’t need a lot of money to get running again, and could be incorporated into the sort of black operations research that was responsible for the Seraph Arwing. It had particle cannons around the exterior to deal with any approaching debris that might threaten the station, and a deflector shield to deal with the smaller bits of space matter that might inadvertently punch a hole through its walls, but by and large, Ursa was unarmed.

As the first salvo of missiles closed in, the automated guns took aim and started firing, and took down a few with bursts of concentrated fire. There were more missiles, though, than Ursa’s limited defenses could deal with, and the rest impacted in bright, glorious fireballs.

Ursa shuddered under the first assault, its shields overloaded and its anti-aircraft batteries annihilated. Fifteen seconds into the engagement, and Ursa was crippled and declawed.

***

_Ursa Control Room_

“Creator damn it all!” General Gray snarled, as he picked himself up off the floor. The alarms were still going off, and he jerked his head around. “Would somebody shut that damn noise off?!”

When the klaxons finally were put to silent, the General sighed. He still had sleep in his eyes, but he was awake. “Bastards.” He muttered, looking to the station’s officer of the watch. “Damage?”

“I could tell you what isn’t broken first.” The feline officer, an orange tabby replied glumly. “Those missiles just knocked out all our defense guns, and the shields got worn down to forty percent.”

“Forty, my ballsack!” General Gray snarled. “What do we have powering them, a car battery?!”

“Sir, this installation was never made to withstand an enemy attack! It’s a research station!”

The General sank back in his seat and jammed his corncob pipe in his mouth. “Well, isn’t that just terrific.” He hit the communicator switch in his chair. “All hands, Ursa is under attack. I repeat, we are under attack by hostile forces. Confidence of alien origin is high. Seraph Flight, I don’t care where you are, but _get to your planes and LAUNCH ALREADY!”_

He clicked the stationwide message off and reached into the front pocket of his uniform. To the dismayed stares of the rest of the bridge crew, their commanding officer pulled out a pouch of tobacco and started to stuff his pipe with the noxious (And on a space station, risky) dried leaves.

The avian communications technician looked over, shaking his head. “Sir, what are you doing? You know you can’t smoke in this station!”

The General gave him a withering stare, and the bird looked away ashamedly. General Gray stared back at the main monitor, which had now brought up a visual image of the gleaming alien space cruiser closing in fast.

“The way I see it, we just got knocked out of this fight.” The General announced calmly, putting his pouch away and reaching for a pack of matches. “We’ve got no guns, and Ursa’s as good as crippled in a bear trap. Our only hope for survival is in our aircraft…and the only ones worth a damn on this station against that kind of firepower are those four Seraph Arwings sitting down in the Hangar Bays. So given all that, I’m going to have myself a smoke, and I’ll demote anybody who tries to stop me. Clear?” The solemn stares offered no further sign of argument.

The radar operator let out a squeal of panic. “Sir, I’m getting more returns…that ship is launching fighters!”

The General felt another headache coming on, and doused it by striking a match and lighting his pipe. He drew the poisonous, but pleasant fumes into his lungs and held it there before exhaling the sweet cloud out. “Should have taken that desk job.” He muttered, readying a second puff.

***

She'd been dreaming about when she had been four years old; her father had taken her and her brother up in an old twin prop airplane. There hadn't been a cloud in the sky, and the roar of the engines had been a constant hum. The feeling of the aircraft rumbling around them had been a soothing sensation, even when their father threw them into dives and loops and spins that strained the plane to its limits. It had played out much the same this time, up until she wondered why alarms were screaming on a machine so rustic it didn't even have digital gauges.

Terrany jerked up from her bed disoriented and confused. It took her a moment to remember where she was; Ursa Station, out in the middle of nowhere in Sector X.

And the alarms were going off.

_“All hands, Ursa is under attack. I repeat, we are under attack by hostile forces. Confidence of alien origin is high. Seraph Flight, I don’t care where you are, but get to your planes and_ LAUNCH ALREADY _!”_ General Gray’s voice rattled what little doziness was left in her system clean out, and a parched sensation filled her mouth.

“Hell.” She muttered, jumping for her closet. She didn’t bother changing out of her nightshirt, and tossed on her old dusty flight jacket and a set of trousers. The boots went on unlaced and stayed that way as she burst from the door and into the hall.

Milo was already running in her direction when she emerged, looking haggard. “Hell of a way to wake up.” He got out. The two ran side by side, dashing towards the elevators.

Terrany pumped her legs harder and rationed her breathing. “How did they…find us?”

Milo puffed out his cheeks; running obviously wasn’t his thing. “Probably followed…the signal from…your brother’s Arwing.”

_Back when they killed him_ , Terrany realized. She quickened her pace, angrier than before.

“Others went…on ahead.” Milo panted. “But you’re…in Hangar Bay 1, right?”

Terrany flashed her fangs. “Yeah. I’ve got to…split up soon.”

They skidded to a halt at the end of the corridor next to the lifts, and Milo nodded at her, still breathing hard. “Get on your communicator…when you get to your Arwing. Lylus only knows what’s out there.”

“I’ll keep in touch.” Terrany agreed. Her lift’s doors separated, and she hopped inside, punching the button for Hangar Bay 1.

_Wait a minute._ She thought, as the doors closed and the elevator started to descend. _Keep in…oh, great. You forgot about it._

Chastising herself, she raised a hand to her ear and activated the earpiece communicator. “Kit, are you on?”

**_“I’ve BEEN on for the last five minutes, McCloud! Where in the Hell have you been?!”_** The AI snapped irritably. **_“Ursa’s under attack, and you’re sleeping on the job!”_**

“Oh, don’t give me any of that crap, you bucket of bolts.” Terrany snarled back. “Get the Seraph online and warmed up. We won’t have time for the checklist when I get down there!”

**_“Two steps ahead of you again, kid. The engines are hot, and all systems are green. The Hangar’s empty, too. Everybody, including our old pal Wyatt is off hiding while the fireworks are going off.”_**

“Smart move.” Terrany breathed. “One lucky shot and the hangar bay would depressurize. What do you know about the conditions on the outside?”

**_“The Seraph’s radar’s useless while I’m parked, but I hacked a link through the Ursa network; According to Rourke O’Donnell’s radar feed, the ship that attacked Ursa launched about 15 fighters after it. The alien carrier’s just hanging back for right now, letting its attack force take care of things.”_**

Terrany bit her lip. “Rourke and Dana are out there…has Milo gotten to them yet?”

**_“No such luck. He hasn’t launched yet either. Where are you, anyhow?”_**

The elevator slowed to a halt, and the doors started to open. Before it could complete, though, the entire station shuddered and the lights flickered out. Terrany swore in the darkness until the emergency red lights kicked on, and she stared at the exit doors, left only partially ajar and with no power left in them. Out of the crack, she could see Hangar Bay 1…and her Seraph Arwing, which sat patiently waiting with its running lights blinking.

“Oh, you have _got_ to be kidding me!” Terrany yelled, throwing her weight against the doors. “Kit, the power just died in here, and the elevator doors are stuck.”

**_“If this station and everybody on it wasn’t in danger right now, I’d be laughing my head off at the joke here.”_** KIT went silent for a moment, and then spoke up. **_“Terrany?”_**

Terrany McCloud shoved her arms in between the doors and grunted, trying to force them apart. “Yeah?”

**_“Another radar signal just clicked on. Sergeant Granger’s in the fight.”_**

Terrany froze. “How’s he doing?”

**_“Not good.”_** KIT replied. The AI sounded genuinely worried. **_“We’ve got to get out there!”_**

“I’m trying!” Terrany shouted, straining against the doors. “But these things won’t…budge!”

**_“Try harder, McCloud! If you can’t get out, then we’re all dead!”_**

Terrany strained against the doors even harder, and screamed her lungs out.

***

_Outside Ursa Station_

ODAI broke the bad news to Milo with its usual candor. _“Sir, I am detecting multiple objects on an intercept course.”_

“I thought you would.” Milo mused. “Smart Bombs ready?”

_“Firing chamber is loaded.”_

Milo swerved his craft up towards the swooping trio of fighters and allowed himself a grin. “Time to go hunting, then.” He fired it off, and the bomb rocketed upwards and exploded in its usual red light. The fighters danced around the outside, skating clear of the damaging fireball and almost taunting him.

“Oh, bugger me sideways.” Milo exhaled, pushing himself into a barrel roll as they opened fire. “Dana, Rourke, I could use some help here!”

_“We could all use some help, it doesn’t mean we’re going to get it!”_ Dana shot back. _“I’ve got four on my tail!”_

“Rourke?” Milo asked hopefully, grunting as a shot caught him at the tail end of his roll and sank through the deflective barrier his G-Diffuser had erected.

_“Damnit, Granger, these guys are tearing my ass off! I couldn’t get a shot in sideways if I wanted!”_

Granger grunted, and threw his plane into another barrel roll. “This is not my ideal place to be in a dogfight…” The military veteran hissed.

_“Sir, radar analysis indicates that the target fighters’ maneuverability matches our own.”_

“Oh, that’s something I could have gone without hearing.” Milo grunted. “Can’t either of you trigger Merge Mode? We could really use it right about now!”

Milo let out a cry and swerved to avoid a fighter that was flying at him in a kamikaze strike. “Creator damnitall, that one almost got me!” He flung himself into a loop to keep his tail from getting shot off, and dropped in behind his pursuers. He landed a few shots, but they broke off before he could even disable one. “Where in the Hell did these things come from?!”

_“That’s a no go on Merging, Milo.”_ Rourke’s beleaguered voice popped back onto the radio. _“I just…I can’t focus!”_

Milo felt his jaw tighten, and he started to charge up a laserburst, for all the good it would do. “Let’s just hope that Terrany gets out here soon, then.”

***

General Gray puffed on his pipe again and watched the battle unfold. The data they were getting from the Arwings wasn’t the least bit promising. They were getting the tar beat out of them, and they were vastly outnumbered.

“They should be doing better than this.” He muttered. “How come they’re not in Merge Mode?”

He tapped his chair’s communicator. “”Wyatt! Are you watching the datafeed?”

No response came. The crusty old hound punched it again worriedly. “Wyatt Toad! Respond!”

Laserfire rocked the station, and the command center was thrown into darkness lit only by the viewscreens and monitors. A few of the technicians screamed in panic, and General Gray forced himself not to yell at them. They weren’t military, after all, most of them.

“Steady, people.” He cautioned them. “Get emergency power running, now!”

One of the deck officers scrambled to his switchboard, and a pale red glow bathed the command center in eerie light. General Gray took another puff on his pipe. “Status report. Did they get our generators?”

“They got one of them. A power surge knocked out most of the interior systems.” One of the station officers answered worriedly.

_Damnitall._ “And the shields?”

The officer read it, then exhaled in relief. “Still up. It’s the only thing still running, besides short range radar and our linkup to the Arwings. But internal power’s out. Elevators, nonessential functions, communications…all gone.”

“Meaning, I can’t get a hold of that frigging wart to explain why my next generation Arwings are going to get blasted into scrap, and us with them?” The General rumbled.

The officer nodded apologetically. “Sorry, sir.”

“Well, isn’t that just terrific.” General Gray exhaled. “All right. Somebody up here know why in the Hell our gifted team hasn’t activated Merge Mode and flipped on their G-Negator drives?”

The technician over at the flight personnel console looked up. “I know why, sir. It’s their synchronization ratios. Miss Tiger and O’Donnell aren’t flying at their usual best out there.” He froze. “Wait. I’m getting data from Sergeant Granger’s Arwing.” The technician’s face went ashen. “No good. He’s out of it too.”

“Blast it, why? They’ve been preparing for this!” The General thundered. He gripped the armrests of his chair so hard his claws dug into it.

“The fact that it’s 2:30 in the morning and they’re outnumbered and flying in a shooting gallery probably isn’t helping matters.” The technician offered. “Fact is, they’re too tired, and there’s too much going on for them to focus right.”

His pipe reached the end of its tobacco and snuffed itself out, and the General exhaled the last cloud of sweet relief. “Any sign of McCloud yet?”

“None, sir. But before the system went down, we had a report saying she’d been spotted running for an elevator to get to Hangar Bay 1.”

The General shut his eyes to keep from slapping himself in the forehead. “Please, let there be some kind of justice in the universe.” He muttered.

Another burst of laserfire strafed the station, and the shields rocked under the blows. The bridge crew sat tensely, watching the General for orders, for reassurance, for guidance.

The old hound stared blankly at the main viewscreen, showing a radar feed of the fighters flying around the station, and the alien carrier off in the distance…just watching.

“We have no guns, correct?”

“Yes, sir.”

“And the only fighters on this station in launch condition are the Seraphs…three of which are engaged, and the fourth is in Hangar Bay 1, unattended.”

“Yes, sir.”

“Power’s been knocked out, so even if we wanted to try opening a linkup to the testing grounds to try and summon some drone fighter support, we couldn’t.”

“…Yes, sir.”

General Gray pulled his pipe from his mouth and tapped the ashes out of the bowl onto the floor. He nodded slowly. “Well, it’s out of our hands, then. All we can do then is hope that McCloud got out of the elevator before we lost power.”

He shut his eyes and leaned back. “The war’s started two days early, and whether we live or die depends on whether or not Terrany McCloud was able to get to her Arwing, or if she got stuck in the elevator.”

The control room staff exchanged worried glances, and the General waved a hand in the air. “If any of you are the praying sorts, now would be a good time.”

***

Her arms felt like rubber, and Terrany slumped onto the floor of the elevator, staring at the doors that refused to budge.

_So close…So damn CLOSE…_

_**“McCloud, did you get out?”**_

“No.” Terrany panted, setting her head in her hands. “They’re…They’re just too strong. I can’t do it.”

KIT let out a groan. **_“No.”_**

**** _“Terrany?”_

Terrany sat bolt upright. Another voice had come through her earpiece, and it wasn’t KIT’s. “Wyatt?”

Heavy footsteps approached the elevator doors, and then two figures in bulky pressurized airsuits appeared. Terrany squinted and looked up into the visors, to find…

She grinned. “Wyatt!” The vixen looked over to the other, and looked into the smiling eyes of a black-furred bear. “Ulie!”

Wyatt let out a warbling laugh over his suit’s intercom. _“In the flesh…and in a pair of spacesuits. I hope you don’t mind me hijacking your frequency, Kit?”_

_**“Whatever, Toad.”**_ Unseen by Terrany and her two rescuers, KIT focused one of the Seraph’s onboard cameras to get a look at them. **_“Can you get Terrany out of there? We’ve got some aliens to fry before this day’s through!”_**

_“We came prepared.”_ Ulie answered calmly. He held up a piece of equipment that Terrany recognized as an old fashioned tire jack. _“Can’t believe we had one of these in storage, boss.”_

_“I’m a packrat when it comes to tools.”_ Wyatt gloated. _“You’ll want to stand back, Terrany. We’ll have these doors pried apart in no time!”_

The two mechanics wedged the tire jack sideways between the doors, and spun the crank between them as quick as their suits allowed them to move. Terrany got to her feet, and when they finally cleared another third of a meter, jumped through and hugged them both.

“You two are terrific!” She gushed, and Wyatt guffawed to see Ulie blushing inside of his helmet. “But what’s with the suits?”

_“That’s the boss’s idea.”_ Ulie answered. Terrany looked to Wyatt, and the mechanic nodded.

_“With all the shooting going on outside, I figured it was only a matter of time before we had a hull breach. Now get going! The rest of Seraph Flight’s getting their ass handed to them.”_

Terrany gave their shoulders one last squeeze of thanks, and then dashed towards her Seraph. “Kit, engage the G-Diffusers and open the cockpit!”

**_“I’m on it.”_** The AI replied quickly. He came back with a smug retort. **_“Do you want me to lower the ladder, too?”_**

“You’re being a smartass again, Kit.”

**_“Yeah, I know. I’ll stop.”_** The AI chuckled. By the time Terrany reached the collapsible ladder, the Arwing was beginning to lift off of the metal decking of the hangar bay. She climbed the ladder with practiced ease and hurled herself into the cockpit, barely scooping her helmet up before she landed in the seat.

KIT lowered the canopy down, and the transparent covering sealed shut with a hiss. Terrany propped her helmet in her lap and started strapping herself in. **_“Hyper Lasers are keyed up and ready. The bomb launcher should have enough juice to give you three shots.”_**

“Three’s a good number.” Terrany mused. “But is it going to be enough?”

**_“What, you kidding me? I never met ANYTHING that could survive three smart bombs.”_**

“I’m not talking about the bombs, Kit.” Terrany snapped, picking up her helmet and staring at it. She could feel the bumps on the interior ridge that marked the neural sensor’s locations. “I mean…We might need Merge Mode.”

KIT was silent for a few seconds, then scoffed. **_“Yeah, sure. We can hope for it, but it doesn’t mean we’ll get it.”_**

“I’m still afraid of it.” Terrany slipped her helmet over her head, being careful to slip her ears through the helmet’s top openings. “Did you think of anything when I was trying to sleep?”

**_“I got nothing. And while we’re coming clean with our feelings, yeah, I’m afraid of it, too. But you’re right. We could really use it now.”_**

Terrany secured her helmet and reached for the controls. “Kit, give me a synch ratio.”

**_“I’m reading our linkup at…42 percent. Rising steadily.”_**

“Let’s hope we get there. Wyatt, Ulie, you still listening?” She stared out the canopy, seeing the both of them standing at the back of the hangar, still snug in their protective suits.

The figure that was Wyatt waved. _“Yeah. What do you need?”_

“I need the two of you to go hide somewhere until this blows over.”

_“You don’t need to tell us twice!”_ Ulie chuckled. The two started running for the door to Wyatt’s workshop, quickly clearing the distance.

Terrany turned her eyes back forward, and started to taxi her Arwing into launch position. “All right, Kit. Any last words?”

**_“Fly your heart out, McCloud. It’s in your blood.”_** KIT advised.

Terrany chuckled and keyed the radio switch on the side of her helmet, activating the communication system. “Guys, I’m getting ready to launch! Hang on, I’m coming!”

_“Terrany?”_ Dana’s incredulous voice rang out. _“Where the devil have you been?!”_

Terrany lowered her hands to the control stick and throttle. “Had some problems with the elevator.”

_“They’ve got us outgunned, and they’re tearing Ursa Station apart!”_ Rourke snapped. _“Protect the station at all costs! They’ve already gotten one generator, and if they get the other, then there’ll be nothing left to protect it from being blown to atoms.”_

“Generator. Got it.” Terrany chirped, narrowing her eyes. “You with me, Kit?”

**_“I never left you, Teri.”_**

“Then don’t now.” Terrany breathed, and started to amp up the thrusters to launch.

***

The multitude of alien fighters had yet to take a single casualty, though it spoke to Seraph Flight’s credit that the enemy hadn’t knocked any of them out yet either.

Rourke dove straight through a formation, which forced his own tailgating foes to brake and weave around. It was all the time he needed to boost away and break free. “Nice try, punks!” He snarled, glancing quickly to his radar. Milo was still getting beat to death. “Hang on, Milo, I’m coming!”

_“I could definitely…UNH…use the help here.”_ Milo deadpanned, grunting from another barrage. Rourke hit his boosters again and sustained them, draining the rechargeable fuel cells down. A trio of fighters rocketed by on his left, and Rourke braced himself for the attack.

It never came, though. “What the heck…?” Rourke jerked his head around and stared over his shoulder. The fighters were making another run on the station, it seemed. He almost looked away before he noticed that they weren’t flying for the generators…

“Oh, God no.” Rourke breathed in horror. They were headed for the docking ports.

They were headed for Hangar Bay 1.

“Flight, this is Rourke!” He shouted out. “I think these guys can interpret our radio messages! Terrany, _they’re coming for you!”_

Dana’s gasp was clear as day. _“No, but she hasn’t launched yet! Terrany, get out of there! You’re a sitting duck in launch mode!”_

Undisturbed, the three fighters took up position just outside of the energy field that separated the vacuum of space with the atmosphere of the hangar within…and started firing inside.

Rourke felt his heart stop, and he screamed Terrany’s name.

***

Up in the Ursa Control Room, every voice went silent as the Seraph’s radio transmissions came in. None of them wanted to believe it.

“Not again.” General Gray uttered, seeing Carl McCloud’s death happen once more.

Rourke’s scream numbed down every other thought that didn’t involve Hangar Bay 1.

The technician at the flight personnel console was watching Terrany’s data as well, now that she’d begun broadcasting. He waited, with a sense of despair, to watch her biometrics shudder and flatline.

To his surprise, the lines held steady. Except for one.

The synchronization ratio suddenly spiked…at sixty-four percent. And it held.

“General?” The technician called out, in a wavering and unsure voice. “Uh, General? I think…”

“Damnit, son, Terrany McCloud just died!” The General snapped angrily. “Can’t it wait?”

His rant was interrupted as a new radar blip appeared on the main viewscreen…and the three fighters hovering near the hangar bay disappeared from sensors. A welcoming chime made them all turn and watch, and then stare in disbelief.

*** 

Rourke stared agog at the lower section of Ursa as a hail of brilliant white laserfire streaked out from inside of the hangar bay and tore the three alien fighters to ribbons.

The cunning wolf pilot felt a grin come to his face, replacing terror for outright joyful shock. There was only one kind of ship on Ursa that could produce a laser that strong, and of that color. And if those shots had been fired, then that meant…

Terrany McCloud’s Arwing flew through the hail of debris and fire and spun into open space. One thing remained clearly different about it…Secondary wings had unfolded out from the main ones to give the Seraph a butterfly-like appearance, and the twin thrusters at the rear of the craft were offline. The G-Negator Drive was operational.

_“Flight…This is…Terrany, flying with Kit.”_ Her voice came over the intercom, hesitant at first, but growing more assured of itself. _“Merge Mode successful. We’re coming in.”_


	8. Breakthrough

**Summary for the Chapter:**

> In which the Seraphim Project flight team strikes back...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER EIGHT: BREAKTHROUGH

**The G-Negator Drive** \- The Gravity Diffuser Drive, or “G-Diffuser” for short, was a breakthrough invention developed at Arspace Dynamics shortly before the onset of the Lylat Wars. Utilizing the concept behind deflective shielding, engineers were able to cancel out most gravitational pull through refractory resonance, creating a ‘gravitationally bouyant’ sphere of control around objects of influence. The G-Diffuser pods were field tested on the prototype SFX/Model 1 Arwings, to great success. The Arwings gained a level of maneuverability that outshone any existing craft of the day, save the similarly equipped Wolfens.

The G-Negator is a Third Generation Gravity Diffusion system, and culminates the original goal of the technology: Complete freedom from all gravitational sources. G-Negation allows an affected ship to move independently of thrusters or other standard propulsion methods. The G-Negator is currently being field-tested on the prototype X-1 “Seraph” Arwings. Tests have shown that the G-Negator allows the X-1 to move in any direction and make any turn or flip regardless of inertia or gravitational influence.

**(From Wyatt Toad’s margin Scribblings)**

**_What we can do now with technology is absolutely astounding. I’m just glad we’re field testing these in Sector X, and not over Corneria or Macbeth. The last thing we need are reports of UFOs darting one direction and turning in another suddenly…and this time, being true._ **

***

Terrany was in the final procedures for launch. The engines were hot, and she’d just ramped them up to full throttle for departure. KIT had accessed the controls and increased the hangar bay shield transparency, to let them through. Her radio was abuzz with news from the others, and it steeled her nerves. They were out there, fighting, dying, and they needed her.

The Arwing started to move down the corridor, flying a thin razor line. There was one direction to go, and that was straight. Any sudden turn or jerk on the stick, and she’d shear the wings right off on the ceiling or floor.

Her helmet radio crackled. _“Flight, this is Rourke! I think these guys can interpret our radio messages! Terrany, they’re coming for you!”_

Terrany’s eyes widened, and she heard KIT gasp. There wasn’t time to question the bizarre, and very anthropomorphic exclamation before three alien fighters dropped into her line of sight…

Directly outside the hangar bay exit, blocking her path. And their guns were trained in.

Terrany stared at them, and knew, absolutely _knew_ , there was no way out.

_If there was a time for Merge Mode to work…It’s now._

The thought passed over Terrany’s mind, and she knew she’d been the originator. What was odd was the secondary message that flashed in the back of her mind.

_We have to Merge._

That one, she realized, was KIT…

And she had agreed with him.

Then everything was brilliant light, and noise, drowning out the world.

***

_It felt like she was floating._

_“You might be.” KIT’s voice came, awed and hushed…and normal. It didn’t sound digitized at all. It almost didn’t sound like him for a moment, but she knew it had to be KIT._

_Terrany turned about, and a glowing figure, taller than her by a head and outlined in blue, smiled at her. At least, it looked like a smile. It was hard to place, given how bright everything was. It was hard to tell what he looked like at all…he was just an outline._

_Terrany blinked. “Kit? Where am I?”_

_The entity that was KIT waved an arm about the calm white void. “This is the Arwing’s main computer. There are program files scattered all about, but I’m the only thing that can move between them. Or I was, until you showed up.”_

_“Did we…”_

_“Merge?” KIT asked, chuckling as he finished her sentence. “You standing here is proof that it happened.”_

_Terrany touched herself, confused. “But…I’m still me.”_

_“And I’m still me, kid. So much for the theory we’d disappear.”_

_Terrany grinned. “Unbelievable! We actually did it!”_

_KIT scratched at his head. “Uh, McCloud, we covered that already. Don’t you think we should get moving?”_

_Terrany looked skyward, seeing nothing but ever ongoing white. “How do we do that?”_

_KIT folded his arms. “You’re tied to the ship now. Just tell it what you want it to do.”_

_“That’s it?”_

_“Should be. And you’ve got me, of course.”_

_“…How much time’s passed on the outside?”_

_“About six milliseconds.”_

_Terrany smirked. “What, that’s it?”_

_“This conversation’s happening between your brain and mine. That’s speed of thought. Yeah, that fast.”_

_Terrany shook her head. “Okay then. We’re Merged. What can we do?”_

_“Well, for one, the G-Negator’s kicking in. Two, your plasma thrusters shut off as soon as we got the right synch…oh, and you’ve got the nova lasers keyed up.”_

_“I thought those burned out quick, though.”_

_“Not if you’re careful.” KIT looked away from her and back to the void above them. “You can use your own senses, of course…but that would defeat the purpose. Don’t feel yourself. Feel the Seraph. Fly.”_

_“How do you know all this?” Terrany asked the ethereal spirit of her ship’s AI. KIT laughed quietly for a moment, and for a moment, Terrany thought she could make out his hand…_

_“Easy, McCloud. They programmed me to tell you what to do. All you had to do was make the leap. So get moving. You’ve got an Arwing to fly.”_

***

She opened her eyes, and saw the world through multiple lenses. Her own vision, the Seraph’s forward rotating camera, radar…All simultaneously, and faster than would ever be possible on her own. Her hands still touched the yoke and throttle, but another flash of thought told her that they were no longer needed.

She blinked and looked to her left, and then her right. Her Arwing’s wings were splitting apart, with smaller wings detaching up from the main ones above and below the horizontal axis. They aligned at a 45 degree angle, and locked into place. The G-Diffuser pods that tied the wings to the Arwing hull split apart along the same axis, and then split again on the vertical, dividing the chrome blue housing into four sections. A powerful laser cannon appeared from the middle of each device.

**G-Negator active. Field wings deployed. Establishing gravitational anomaly in .75 seconds.**

Terrany looked forward, not with her eyes, but with the Seraph’s camera. With KIT guiding her movements and answering questions almost before she could finish asking them, it all took place quicker than one could expect.

**Thrusters…deactivated.**

The three alien ships fired at her, and Terrany’s mouth began to twitch, moving slower than her mental commands. They would not strike her in time before…

With a simple thought, as easily as she might flex a finger, Terrany caused the Seraph to nudge itself six feet to the left, while still facing out. It was a sidestep, a maneuver that no ship ever made by Arspace Dynamics had ever been able to perform before.

The laserfire strafed by the Arwing, close but without hitting. Within the bubble of force that made the Seraph hold a gravitational buoyancy of zero, Terrany’s smile finally bloomed.

**Now it’s my turn.**

She blinked her eyes.

The laser cannons that had emerged from the G-Diffuser pods erupted with brilliant white fire, and three pairs of bolts ripped down the hangar corridor, each set aimed dead center at an alien fighter ship. They didn’t have a prayer. Each exploded in a tremendous fireball of debris, and Terrany lunged the ship forward. In the back of her mind, KIT’s voice meshed with her own.

_Now it’s OUR turn to kick some tail!_

Her Seraph Arwing blasted out of the fire balls and into open space, spinning in a whirl and dancing within its own gravitational sphere. She could see her wingmen. She could see the blinking dots in the distance, tiny red markers in a full 360 degree arc of impossible vision that showed every enemy around Ursa. And she saw the alien carrier ship, standing off in the distance and watching.

“Flight…This is…Terrany, flying with Kit.” She was startled at the sound of her own voice, so out of place when put next to the clarity of thought and motion she had just performed. “Merge Mode successful. We’re coming in.”

_You bet your ass we are, McCloud._

***

_Ursa Control_

“Creator bless it all, SHE’S ALIVE!” General Gray thundered, and the room exploded into raucous cheers. The military and civilian personnel lost themselves in the moment of triumph, hugging each other and slapping each other on the back. It was the General who snapped them back to their senses. “All right, all right, that’s enough! We’ve still got ourselves one Hell of a bad situation here, folks, so let’s keep our eyes on the ball. Simmons!”

A tomcat stood up from his station. “Sir?”

“Get our comms working again. I don’t care if you’ve got to use chewing gum and paper clips for this scrapped junker, but we’ve got to be able to talk to Seraph Flight!” He pulled his corncob pipe from his mouth and dumped out the ashes. “Get moving!” Simmons took off in a flash of fur, and the General whirled on the rest of his team.

“The rest of you, I’ve got two other tasks. Break out the emergency radios. They won’t be much good for calling for help, but we can at least get a hold of the rest of the station’s personnel, if they’re following procedures.” The general held up a second finger. “And start evacuating people.”

The technicians didn’t believe him, and one spoke up bravely for them all. “Why, sir?”

The General stared hard. “This isn’t a vessel of war, and we’re already crippled. Even if Terrany and the others can hold off the fighters, that carrier isn’t going to sit idly by. They’ve fried most of our shields and knocked out every system. Once they take out that other generator, this place is going to be as safe as a colander in the ocean with the bottom cut out.” He scanned his eyes around the room. “For now, get as many non-essential personnel into our transport ships as you can. Turn the elevator shafts into rope slides, if you have to, but get them there!”

“You don’t mean to launch, sir?”

“Not unless we have to.” The General reiterated, clamping the empty pipe back in his teeth. “But I’ll feel a lot better knowing they’re in a pressurized ship than a failing space station. So get to it.”

The rest of the bridge crew started moving, their tasks set. Some disappeared, dragging handheld radios that were quickly thrown or passed out. More stuck around, trying to get systems working again. The General sat back down and picked up the handheld communicator they’d left for him.

“All hands, this is General Gray. I hope to Lylus the lot of you are following emergency procedure and have these damn things turned on.”

_“General Gray, you saucy devil you!”_ Wyatt’s voice crackled over the radio, as chipper as ever.

A collective sigh of relief came up at the sound of his voice, and General Gray allowed himself a smile. “I was wondering when you’d get a hold of us. Where are you?”

_“Down in Hangar Bay 1 in my department with Ulie Darkpaw. We had to pull Terrany out of the elevator the old fashioned way. What’s the situation?”_

“I’m ordering all non-essential personnel to load up on the transports. That includes you and your team, got it?”

_“…Frick. How much time do I have?”_

“Not enough, Toad, so don’t waste time trying to load up all your tools. Just take the important ones.”

_“They’re all important ones!”_

The General rolled his eyes. “Get those transports powered up and running, and prepare for visitors. All hands, if you’re listening in, make your way to Hangar Bays 1 and 2, and get on the transports. Only essential personnel are to remain!”

***

The remaining fighters reacted quickly to the new threat, swerving free of their engagements and whirling in on towards Ursa Station.

The momentary lapse that passed while they disengaged gave Dana the window she needed to catch her own more stubborn pursuers off guard, braking sharply and banking starboard. The two fighters flew past her, and she grinned wide enough to bare her fangs as she pulled the trigger. One took a few dents, and nearly crashed into its wingman before getting clear. “Let’s see how YOU like it for a change!” She snarled.

Out on the fringe, Milo let his own pursuers break off and change course. The raccoon let out a sigh of relief and got his bearings back. “Those fighters are after you, Terrany. As for the carrier…”

Rourke was already gearing towards the inbound fighters, and used the momentary relief to focus. His Arwing’s engines powered down, and the secondary wings popped free as he finally entered Merge Mode. “Don’t go giving them any ideas. This frequency’s not safe.”

Terrany let out an exasperated groan, charging up her homing shot. “It should be. Can’t we encrypt it any further?”

“If we get out of this alive, you can ask Wyatt yourself. And move fast, McCloud. Merge Mode’s not a joyride.” He hadn’t said it, but Terrany was well aware of the 5 minute limiter, and the growing strain. Barely 20 seconds in, she could already feel a few neurons starting to hyperstimulate.

Five fighters converged on Terrany from all directions, and Rourke let out a hiss. “Damnit, you pissed them off.”

Terrany harrumphed, and spun her entire Arwing in a lazy arc. The nose cannon glowed with furious white light, and inside of her mind and the interlinked computer, targeting reticles exploded across the sky…five positive lock-ons. “Don’t worry, Rourke.” She replied, giving the mental command to fire. A homing burst shot out, then split apart into five smaller orbs that tracked to the separate targets. The resulting clouds of laserlight vaporized the fighters before they could even get a shot off. “I’ve got them covered.”

Rourke let off a sharp, quick laugh, and turned his craft upwards. “I see somebody’s been reading the manual on the multi-lock!”

Milo cut in on the frequency, his voice level, but tense. “Hate to break up the party, but that carrier’s starting to move again…I think it’s coming in for the kill.”

Terrany turned her attention to the uplink between their Arwings, and saw, through Milo’s nose camera and his radar, the approaching alien behemoth. Her hand tensed on the throttle unconsciously. “What kind of armament is it carrying?”

“Give me a second…I’ll scope it.” Came Milo’s answer. The rest of the fighters started to buzz for Ursa’s upper decks, and Terrany and Rourke swept in with covering fire. The white hot Nova Lasers did the trick of scaring them off, but Terrany heard the warnings from the opened blue pods. The Multi-Lock had been effective, but it had also strained the circuitry. If she didn’t allow the capacitors time to recover, she’d suffer an overload and a blowout…and given that the power matrices ran right through the G-Diffusers, she wasn’t about to risk it. Precious seconds ticked by, and the heat readings finally dipped to an acceptable level. To add to the bonus, Milo returned over the speakers. “Guys, that ship’s packing enough missiles to level a shielded airbase! And I’m reading more fighters getting prepped for launch!”

Dana let out a groan. “Unbelievable. From bad, to worse.”

Terrany flew beside Rourke’s Arwing, and turned her head to look at him. “Well? What’s your call, O’Donnell?”

Inside his own cockpit, the wolf let out a long sigh. “Jeez, I hate this job. Divide and conquer. Terrany, you fly out to Milo and deal with that Carrier. Dana, fall back to the station. We can’t let them wreck our home any further!”

Terrany’s Arwing spun out in the other direction. “I copy. And watch yourself, O’Donnell.”

“You just worry about your own tail, Terrany. I’ve been flying in these Seraphs longer than you have.”

The two Merged Seraphs separated and streaked in opposite directions, with opposite goals. As the remaining fighters dove for Ursa and more began to pour out of the inbound carrier, it became clear that Seraph Flight’s momentary reprieve had come to a bitter end.

Nothing set things into perspective quite as clearly as a timer readout that Terrany and KIT both experienced.

**4 minutes and 12 seconds before separation.**

***

_Hangar Bay 1_

True to General Gray’s orders, the station’s personnel dropped down to Ursa’s launch bays on ropes dropped down the shaft cables, which were an outdated, but retained backup technology. The ones who hit Hangar Bay 1 had a slightly easier time of getting through thanks to Wyatt and Ulie’s prior door wrenching. From there, it was a quick dash to the two waiting cargo transports left about the launch bay, which were slowly beginning to power up.

Ulie waved them through the back hatch of the first transport, flailing his arm like their lives depended on it. And the trick was, it did. The station shuddered under a few more strafing shots from the alien fighters.

“Come on, people, let’s move it!” Ulie hollered, cringing as the lights flickered again. “Damn…”

He looked back inside for his leader, Wyatt. The frog wasn’t anywhere to be seen in the droves of the transport. “Damn. Hey, has anyone here seen Wyatt Toad?”

A bleary-eyed squirrel motioned outside the transport. “I saw him running for the second cargo hopper down the way earlier.” Ulie nodded and took off running.

He found the amphibian on board the second transport, which a carrier pilot had just opened up for boarding. Wyatt had the ship’s midpoint belly maintenance access door opened, and a tangle of wires spread about him. His spacesuit was discarded in a nearby pile.

“Chief, what are you doing?” Ulie moaned. “We’ve gotta get ready to escape, we don’t have time to fiddle and make modifications!”

Wyatt pulled a screwdriver out of his mouth and glowered at his protégé. “Listen, furball, these cargo transports were never meant to support atmospheric conditions for as many people as we’ve got coming in. I’m making some patchwork adjustments so we don’t choke to death.”

Ulie’s eyes widened. “Where are you pulling the extra power from?”

Wyatt didn’t mince his words. “Sublight thrusters.” He twisted a pair of wires together and hissed when a spark flared in the air and jolted him. “Shit!” He dropped the connection from his twitching grasp and leaned towards the cockpit. “I told you to shut OFF the power conduits!”

The pilot looked back apologetically. “I did! It must be a residual charge, Wyatt!”

“Residual, my ass.” Wyatt muttered, sticking his singed hand into his mouth and sucking on it. Ulie wrinkled his nose at the frog-flavored ozone and shook his head.

“So you’re sacrificing speed for oxygen.”

“I wasn’t about to give up the shields.” Wyatt quivered, pulling his hand free. “These things aren’t exactly sports models to begin with, and our cargo pilots aren’t daredevil aces. Did you finish loading the tools I picked out?”

“Yeah, boss.”

Wyatt grunted and started to splice another cable. “All right. You see what I’m doing here?”

Ulie stared at his superior’s handiwork. “…Reinforcing the power conduits to the CO2 scrubbers?”

“Bingo.” Wyatt looked up again. “And I need you to do it on the other transport.”

Ulie swallowed. “How much time do I have?”

Wyatt croaked bitterly and got back to work. “The usual, for us engineers. Not enough.”

“Shit.” Ulie took off in a blaze of black fur.

Wyatt checked his digital watch. He’d started it shortly after seeing Terrany finally trigger Merge Mode.

3 minutes and 18 seconds.

“Hurry it up, McCloud.” Ursa Station shook around them, and Wyatt got jolted again. “Gah! Son of a _BITCH!”_

***

_Cornerian Space Command, Corneria City_

Following the Aparoid Invasion a little more than 50 odd years ago, the Cornerian military had begun an unparalleled buildup. That had resulted in several major changes in the Lylat System, but a very large one was an intricate communications network that allowed near-instantaneous transmissions through the layer of subspace that warp gate travel passed in. Through that network of satellites, data relays, and outbound sensors, there was very little that the hierarchy was not aware of.

It came as a shock, then, when the uplink to Ursa Station suddenly blinked off and signaled an unexpected disconnect.

The monitoring agent on duty responded quickly and with emotional detachment. He reached a hand up to his headset and toggled the talk switch. “I have loss of connection with Ursa Station in Sector X.”

His headset crackled back from the officer of the watch, eight meters away from him. _“Roger. Try a buffer reset.”_

The agent pulled up a menu and reset the interstellar feed that Ursa reported on. It was a routine fix.

The connection stayed dead. The monitoring agent frowned. “That didn’t do it, sir. We have a complete loss of signal.”

The officer sighed over the headset and came over. He set his paw on the back of the agent’s chair and leaned in to look at the display. “The station itself is outdated, but their communication relay shouldn’t be giving them much grief.” He frowned, then shook his head. “Ah. What assets do we have nearby?”

“We have a deep space radar station at Fichina.” The agent replied, bringing up a map and tapping the planetary icon for Fichina. The view scrolled in, and a line of statistics appeared over a blip on the sphere. “They might be able to get us a reading.”

“Go ahead and have them route a scan of the area to us.” The officer instructed. A few keystrokes and a query later, the radar station on Fichina maneuvered itself to stare at the new coordinates, and transmitted the signal to Space Command.

Dumbstruck, they saw two distinct blips and a host of smaller specks. Ursa Station, smaller spacecraft or debris, and…

Something else. Something shaped like a ship.

“What in blazes…” The officer of the watch tapped his headset toggle. “Flight, do we have any patrols scheduled out by Ursa Station?”

_“Negative, sir.”_

The officer scowled and chewed on his lower lip. “We’ve lost communication, they’re not reporting in…and we’ve got unknown targets out there.”

He hit his mike again. “Flight, I want you to route a squadron of K-Arwings out to Ursa Station. I don’t care how.”

_“…Right away, sir.”_

The officer exhaled and tapped the monitoring agent on the shoulder. “I need to go make a call quick. Hold down the fort for a minute.”

The agent turned around, tension in his voice and fear in his eyes. “Sir? What’s going on?”

The officer took a step back and glanced around the command room. All normal activity had gone hushed or silent. Every free set of eyes was looking at him. There would be no mincing words. He took a breath, and said what he had to.

“I think Ursa Station is under attack.”

***

_Outside Ursa Station_

Fused with his ODAI, Rourke felt the battlefield around him more keenly than he ever could on his own. It was what gave him the edge for the moment, and allowed him to direct Dana.

“Dana, they’re coming around again. Ten o’ Clock high!”

The tigress let out a grim chuckle and aimed herself towards the inbound fighters. “I see ‘em. Bomb is away!” A rocket of red light shot out from the launcher on her Arwing’s belly, then exploded into a fireball, incinerating the pack. “Hoowah, that got ‘em!”

“None too shabby.” Rourke remarked, swiveling about and skewering a bandit that had tried to sneak up on them from behind. “You got things over here?”

“I think I can handle myself. They’re not flying smart. You’ve spooked them.” Dana rolled away for show, and started charging her lasers for the next shot.

Rourke maneuvered himself towards the station’s topside. “They may not be flying smart, but they don’t need to. They’ve already hit one generator. They take out the other…”

“And we don’t have a station left to defend, I know.”

Rourke depressed his firing trigger and powered up a charge shot. Another set of four fighter craft were coming in at odd angles. One quick turn by his G-Negator powered Arwing gave him four distinct locks. He fired, and _felt_ each one track in. Each shot dusted its target.

“I think we’re starting to thin their numbers!” Dana called out when Rourke’s four vanished from radar. Before the wolf could agree, a chilling rebuttal came in over the line.

“I wouldn’t count your chickens just yet.” Milo Granger answered laconically. “The carrier managed to launch another wave.”

***

“Blast!” Terrany scowled. Even at her heightened G-Negator enhanced speed, she hadn’t been able to reach the carrier in time to prevent the second barrage of fighters from launching. To make matters worse, she was now staring down the sights of a dozen impact missiles the carrier had launched immediately after. Each one tracked in towards her. Had she not been in Merge Mode, dodging the projectiles would have been impossible. As it was, it was only marginally nerve-wracking.

The voice of KIT filled her head. **You can do more than dodge. You’re not limited by the normal parameters of flight here. Just turn the entire ship around instead of thinking forward. You’re like a gyroscope. Hitting the missiles should be easy, if you can do that.**

Terrany weaved between two close shots, glad that they needed a direct impact to cause any damage. Like a top spinning in place, the Arwing tilted itself at an oblique angle and spat out white fire. Two missiles perished quickly.

The damage was done, though. Unmolested, the second wave of alien fighters passed underneath her and shot towards Ursa. “Damn it all! Milo, can you tag them?”

“They’re out of range, and I couldn’t reach them in time.” Milo replied. A few more well-aimed shots from the raccoon knocked out enough of the missiles that Terrany started to breathe easier. “Hurry up with your playthings, Terrany! We’ve got to take out that Carrier, and quick!”

“Tell me something I don’t know.” Terrany replied, spinning around again and destroying the last of the silvery darts. She righted herself and shot towards the Carrier, with Milo right on her tail.

They finally closed into effective weapons range, and the Carrier opened up with a tremendous barrage of defense guns.

“Damn, this ship’s got some teeth!” Milo yelped, veering off to port to dodge the dangerous stream of flak. Terrany maneuvered starboard, knowing full well that they had reason to be worried. Their shields could deflect spatial debris with ease, and even sustain a good pounding of laserfire or burst radiation, but high impact projectiles were a definite weakness. Even with the ablative armoring the Arwing carried, it still relied more on speed than durability to protect it.

Using the Seraph’s camera, Terrany spotted the forward cannons. They were well hidden, protected by a portion of the ship’s overhanging superstructure. It would take a direct hit to knock them out. Anything else, she wagered, would just bounce right off.

“Milo, I’ve got an idea.” She blinked her eyes, and transmitted a duplicate image of the magrail turrets. “I sent you an image file. Have your ODAI overlay it onto your HUD, and follow me in. You’ll need a clear shot at a flat angle, but you should be able to hit those turrets.”

“You’re becoming a better pilot.” Milo chuckled. “ODAI’s got your upload…Aha. Yeah, they’re pretty well covered.”

“Can you hit it?”

“Affirmative, McCloud. I’m following your lead. And remember, you can’t take much abuse yourself.”

KIT’s voice came as quickly as her own, starting a conversation that lasted no longer than a heartbeat. _I’d say four or five good lucky hits, and our shields will drop._

**_Can’t you increase them?_**

**** _How? The G-Negators suck down an incredible amount of power to run. We don’t got jack to spare!_

**_Maybe…sacrifice our weapons?_**

**** _Negative, McCloud. Even if it wasn’t a dumb idea, your Nova lasers and G-Bombs are tied to the Merge circuitry. It’s a failsafe. Just fly careful, and remember you’re not a brick wall._

“Here goes nothing.” Terrany sighed, swerving about and staring the Carrier down by its nose. “You ready, Milo?”

Milo’s Arwing swung in behind Terrany’s own fighter, thrusters blazing hot. “Let’s do it!”

The carrier must have been listening in, because it opened up with everything that it had. The flak cannons poured deadly shrapnel into their flight path, and another salvo of missiles launched from the back. Unlike the last batch, Terrany’s sensors didn’t detect a superior tracking sensor package; they were fire and forget.

No words passed between Milo and Terrany; they would have only distracted them from the task at hand. While Milo charged his laser and bided his time, Terrany kept herself positioned in front of him. Keeping her forward momentum, she arched her Arwing up and blasted away at the missiles. Altering their path had spared them the brunt of the flak, but the shields rippled and rattled the ship nonetheless.

**73.16 percent shield power remaining. Caution advised.**

Terrany unconsciously gripped the flight yoke tighter, mentally guiding her Arwing to finish off the missiles. To her credit, not a single one made it past her. One managed to strike her, though, and whittled away more of her precious defenses.

**_Creator damn it all, I didn’t think we’d be facing down a capital ship…_**

**** _Neither did the designers when they thought up Merge Mode. It’s an invention to improve dogfighting superiority. But you’ve still got more shielding on you than any Arwing that ever came before._

They were 200 meters out. But was it close enough?

“Almost…little farther…” Milo said slowly, goading them on. Terrany started a groan and kept going, taking a few more shots across her nose that made her shields flare in brilliant light. “NOW!” Milo cried out, and Terrany threw herself clear of his line of fire in a brilliant spin. Even as he let go of his own shot, she lanced several bursts of Nova Laserfire against the bristling enemy carrier. To her relief, no shields glimmered to deflect the shots, and her blows burned into the superstructure.

Underneath her and to port, Milo smiled as his crosshairs stayed dead straight with the well protected starboard railgun. He pulled the trigger and launched a homing burst, and lobbed several blue hyperlaser shots after it as well. The stream of blue fire cut through the glimmering green sphere and blazed a path of destruction, and the unceasing laserburst followed after, annihilating the ribbons of the turret left behind.

“Direct hit!” Terrany whooped, even as Milo swung himself into a sharp turn and aimed for the port gun. A similar display knocked both of the ship’s fangs out of commission, and Milo finally allowed himself a chuckle.

“Two for two. I’ll take that.” A barrage of less powerful, but more annoying laserfire came at them from the rows of laser banks mounted on the carrier’s outer plating, and Milo and Terrany swerved away to get clear of the dangerous storm. “I don’t suppose you’ve got an idea of where I can stuff my next few shots, Terrany?”

Terrany flew backwards, but kept her nose pointed towards the carrier and her lasers firing until she finally cleared effective range. “Well, I’d have to get another good…LOOK OUT!”

Milo grunted in surprise and swerved his head around on his shoulders. Out of the corner of his eye, he could barely make out the carrier launching a single canister from the bridge in their direction…

And then everything went white.

They weren’t dead, though. His canopy darkened half a second later, quashing the residual flash, but coming too late to prevent the worst damage. He couldn’t see, and it felt like his eye sockets were on fire. His Arwing wasn’t complaining about any dramatic explosions, thankfully. “Damn it! ODAI, what in blazes was that?!”

**“Unknown enemy projectile produced a luminescent corona equivalent to 600,000 lumens. Minor radiation damage sustained, nonthreatening to biologics. Warning: May induce blindness.”**

“You think?!” Milo hissed, rubbing at his eyes. The beginnings of a tremendous headache were fast in coming. “Damnit! ODAI, autopilot!” He let go of the yoke, and the Arwing leveled off and began to make a slow, steady loop. “Terrany, I can’t see a damn thing!”

“My eyes aren’t much better, and that burst overloaded my Arwing’s cameras, too!” Terrany shouted back. “But I still can see with radar…erecting a three-dimensional outlay.” A moment passed. “Damn, never thought I’d be glad to be hooked up to a machine. Okay, I’m good for now. Milo, can you fight?”

“Negative, McCloud. I’ve got a headache that could split a tree, and I _still_ can’t see a damn thing.”

Terrany looked back to the alien carrier through her dimensional radar overlay, and found a new reason to worry. “Milo…I think we’re in trouble.”

Still in tremendous pain, Milo grit his teeth. “Great. Why? What are they doing now?”

“You should be able to see for yourself in a minute, once your eyes clear up.” Terrany’s voice was quiet, almost shocked through the distortion. “It doesn’t look like a carrier anymore.”

“What do you mean, Teri?”

Terrany tried to use her eyes, and saw brilliant obscuring spots. The canopy dimmer’s timer still needed some work. “I mean, it’s changing shape. It’s looking more like a…”

“A what?”

The carrier finished modifying itself…It had grown legs, arms, and the command deck had shifted up to become the head. The carrier’s launch bay was embedded in the left arm…Ending in a gun barrel.

Terrany’s radar view, spoonfed directly into her fully active brain, told a very grim story. There were no more crewed fighters to be launched. There was, however, a very menacing energy capacitor and focusing array sliding into place inside the hangar/gun barrel. Her throat started to go dry.

“It just turned into a 200 meter high mecha.”

***

One of the few remaining technicians in the control room of Ursa Station pulled his hands away from the wiring of his radio console, then looked over to General Gray. “I think I’ve got it working again, sir. But all I can give you is short range. Our long range communications are absolutely fried.”

“So no calling for help.” The General mused, reaching to his seat and hitting the comm switch. “Seraph Flight, this is Ursa control, do you read me?”

_“Loud and clear, General!”_ Dana Tiger’s voice chirped back. _“It’s good to hear your voice again. I thought we’d lost you for a bit.”_

General Gray took a look around. His bridge crew, dwindled by the evacuation, now consisted of himself, a captain, two technicians, and one very fidgety medic who was still tracking Seraph Flight’s biometrics. “We’ve been better. We just got our radios back, and that’s only short range.”

_“General, we’re not done yet.”_ Rourke interjected grimly. _“There’s another fourteen enemy fighters closing in on Ursa right now, and Terrany and Milo have their hands full with the Carrier. I think…”_ He paused for a moment, then found the nerve to continue. _“I think you’d better order an evacuation.”_

The General stood up from his chair, and clamped his pipestem between his teeth again. “Way ahead of you, O’Donnell. We began evacuations minutes ago.”

_“Then finish them.”_ The de facto leader of Seraph Flight added bitterly. _“Everybody, including you, sir.”_

“Your concern is noted, son. Good luck.”

_“Godspeed.”_

General Gray flipped the channel off, and looked to his technician. “Do I have internal communications?”

“Not yet, sir.”

“Slag it.” The old hound grumbled. “Forget it, then.” He pulled up his handheld radio. “Attention, ALL personnel. This is General Gray. I’m advancing the evacuation to full status. Everybody, get down to one of the Hangar Bays and cram yourself in a cargo shuttle!”

His radio crackled. _“General, this is Dr. Bushtail. I’m down in Hangar Bay 1 with Wyatt.”_

“Can I talk to him?”

_“You tell him I’m busy working a few minor miracles, and he can piss off!”_ Wyatt’s irritated warble rumbled in the background. A moment later, an embarrassed Sherman Bushtail came back.

_“I apologize, General. We’re all a little uptight here.”_

The General offered a half smile and followed the rest of his bridge crew out the door and towards the elevator shafts to Hangar Bay 2. “Understandable. What did you need?”

_“Sir, I’ve been monitoring the Merge Data on Miss McCloud, and…Sir, her adaption is outstanding.”_

“So what’s the problem?”

_“The problem is, she’s never de-Merged before…and if I’m reading the data right, her optic nerves are currently shot to Hell. The only reason she’s still flying is because she’s using the ship’s sensors as her eyes. But as soon as she slips out of Merge Mode, then…”_

The General knew full well about the downside that came afterwards. The current conditions only made it worse.

His bridge crew slid down the cables of the elevator shaft and began their descent. General Gray lingered outside, and raised the radio up one last time.

“How much longer does she have?”

_“One minute…and twenty seconds.”_

The General pursed his lips, and slid the radio into his coat pocket, placing his smoking pipe beside it soon after. He slid down the elevator cable without another word.

They suddenly didn’t have time for them.

***

“They’re coming in hot, Rourke! I’m moving to intercept up high!”

“And I’ll go low.” Rourke told Dana, swooping in a course towards the underside of the newest pack of fighters. The maneuver was meant to pick them apart in a crossfire, and it seemed to be working at first. The two fighters leading the attack succumbed quickly enough, but the rest steered clear and split apart into two groups. “Looks like they want to play.”

Dana tried to swing around behind them, but the first group had taken a bead on her, and started firing before she could squeeze off a shot. “Shoot! Rourke!”

“I see them, I’m coming!” Rourke O’ Donnell snapped. He shot his fighter skywards and took aim on the pack hot on her tail…

And then promptly got shot apart himself, from the second group that had flown around. “Son of a…They’re playing us, Tiger!” He managed to loose a quick volley of Nova laserfire and cut down one of Dana’s pursuers, and she threw herself into a loop to cut behind the survivors. The alien fighters fired their retros, and Dana shot by them before she could line up her reticle.

“Damnit! Rourke, I can’t break free!”

Inside his cockpit, Rourke ground his teeth together. “Just hang on.” His Arwing spun about and scattered a flurry of white hot laserfire, cutting down another ship and sending the others scattering for their lives. Still spinning about like a top, he lined himself up with Dana’s pursuers and hit them hard. One trailed off, smoking a trail of vapor into the void before it succumbed to its injuries and exploded in a brilliant fireball. The other spun clear in time to avoid the debris and rallied towards Rourke, firing off its munitions.

All of his Seraph’s radar warning signals went off, and six small impact missiles blazed fast towards him. “These things have missiles?!” He roared, rocketing up and past them. The missiles turned and tracked in, following him at a speed that rivaled his own. “Let’s see how you like this, then!” Rourke snarled, and his Arwing suddenly skipped in an entirely different direction. The maneuver didn’t cause the missiles to fall away…they still followed.

“Dana, I’ve got trouble here.” Rourke’s voice clipped in. His teeth clamped harder when the radar showed that the other fighters were closing on him as the dominant threat. “I could use some backup! Get these missiles off my tail!”

“I’m coming!” Dana answered, and a green laserburst rushed up underneath him and exploded in his wake. The energy rattled the inbound projectiles, causing three to detonate early. The last three flew through the wash and slammed into his Arwing’s starboard wing, severing it clean off. His port wing’s secondary fins drew back into the main wing in response.

“Frick!” Rourke swore, and his Arwing stumbled off to the side. “I’ve been hit! G-Diffusion systems are going haywire…I think that jolt overloaded the Negator Drive. The safety just kicked in, I’m de-merging!”

Inside her own cockpit, Dana hissed angrily, mad at herself for failing to catch all the missiles. “We never tested these things with sheared wings, did we?” She asked acerbically.

“Well, they’re getting a test now.” Rourke’s voice was drawn tight. “We’ve got five fighters left up here, I’m crippled, and you’re not doing too much better.” He paused, and his tone hardened. “Dana, get back to Ursa.”

“What? But Rourke, you’ve got three…”

“Two of the fighters just broke off. They’re headed for the last primary generator.” Rourke cut in.

Dana shut her eyes for a moment, then pulled back on her thrusters and threw her Seraph into a U-Turn. “Don’t die on me, O’Donnell.” She blasted clear of the melee and towards Ursa Station proper…and the two fighters, glimmering like tiny silver stars in the glow of Sector X.

Rourke stared through his own eyes…and his own eyes alone. There was a flicker of familiar pain across his forehead, but he held off the usual effects that came with de-merging.

**Shield strength reduced to 48 percent. Nova lasers offline. Extensive damage to starboard wing. G-Negation field functioning at reduced capacity. G-Bomb launcher disengaged. Merge Mode disengaged. Seek immediate repair.**

“Not happening today.” He muttered, answering both Dana and his own ODAI in one simple sentence. Rourke turned his crippled Arwing about and started to charge up his hyper lasers for a homing shot. “Now, come on, you bastards. Who wants to die first?”

***

It was only by the grace of Terrany’s connection to the ship’s sensors that she was able to respond in time. The converted enemy carrier ship raised up its left arm and the hangar that looked like a barrel on a gun. Even before Milo could shout out the warning, the Seraph’s sensors detected the rapid buildup of energy within, and Terrany broke hard right.

A massive laser beam ripped through the space behind her, and trailed her for several seconds before it cut off.

“Okay, new plan.” Terrany gasped, when she could breathe again. “Milo, that thing’s got a bunker-buster laser installed in the hangar arm!”

“Blast it…I’m a sitting duck out here. Odai, autopilot, and start talking to me!” A pause followed, then he spoke up again. “Oh, geez. Give me the energy out…Lylus, that frigging much?”

Terrany mentally rolled her eyes, realizing she was only hearing one half of the conversation happening in Milo’s cockpit. “I don’t suppose you’ve got any good news? Helpful suggestions?”

“Odai’s telling me that the carrier’s energy output dropped significantly when it fired that shot at you. My guess is that it’s going to take it a while to build up steam again for another burst, so you should have some time to do some damage, provided that…”

“Provided that what?”

_Hey kid, it just launched some drone fighters at us!_ KIT interrupted, and the radar view showed a handful of blips disengaging from the thing’s shoulders.

“Provided that it doesn’t give you something else to keep your hands tied until then.” Milo finished.

Terrany growled and swung about. “Perfect.” **_Why didn’t you tell me all that about the laser, Kit?_**

**** _My job’s to make a better flier out of you. Mechanics aren’t my thing._

“Terrany, I’m going to patch Odai through the radio, okay?”

Terrany lined herself up behind a pair of the aerial drones and roasted them with a quick burst from her cannons. “Roger, go ahead.”

_“Pilot McCloud, it is pleasant to speak with you again.”_ ODAI’s digitized voice came over her helmet’s speakers. _“Based on the enemy carrier’s energy readings I took during the firing sequence, I believe I can give you a countdown to its next shot.”_

“Terrific.” Terrany replied, flipping her Arwing nose up and bouncing backwards. She lined her nose up with two more drones coming in at her from above and exchanged a barrage of fire with them. Two more bars dropped off her deflector shield readings, but they were dusted. “So how much time do I have?”

_“Approximately…twenty seven seconds. Twenty-six. Twenty-five.”_

Terrany cut off the speaker feed with a thought. **_Kit, keep counting, but do it quietly._**

**** _Twenty-three, twenty-two…_

_**I said quietly!**_

**** _I am doing it quiet…oh._

_**…We can’t even have our own thoughts?**_

**** _Guess not, McCloud. But you can do this. Remember that training run we had? This isn’t the first time we’ve fought something that used a recharging superweapon._

_**That’s hardly encouraging.**_

Terrany reactivated the speakers, and let Milo’s Odai do the timing. It was annoying, but not quite as disturbing .

The drone fighters were numerous, but flying in synch with KIT and the Seraph’s own sensors, Terrany blazed through them with terrifying efficiency. A few quick barrel rolls kept their pestering shots from causing any more damage to her. The last of them died with a whimper, and Terrany turned her attention on the mecha. It swatted at her with its free hand, and the two laser guns on its head hurled out a cloud of destruction. All of it was easily avoided, and Terrany dropped down towards the gun barrel.

_“Five. Four.”_ Came ODAI’s calm voice.

Terrany lined up the targeting reticle of her digital HUD and accessed the weapons controls. It was no longer a matter of just seeing the angle of attack…She knew it.

_“Three.”_ As she rocketed towards the hangar, the Arwing’s camera picked up the image of a large turret charging up. A locus of light glowed from the weapon’s focusing coils. Terrany pulled the trigger, and launched a G-Bomb. Unlike the others she’d fired on the course, this one was partially charged.

_“Two.”_ ODAI kept counting, and Terrany maintained her course. She needed the gun to stay level with her attack axis. The G-Bomb would only get one shot to hit before they got wise, after all.

_“One.”_ Her projectile streaked into the hangar bay, hard and fast.

_Job’s done, McCloud. Let’s bail!_ KIT exclaimed.

**_I won’t argue against that._** Terrany agreed, and the Seraph jetted hard down.

_“Zero.”_

The massive laser cannon fired, but went barely a quarter of a second before it abruptly stopped.

At a distance, Terrany watched as the hangar was filled with a menacing purple light. Like an invisible hand had crushed it, the mecha’s hangar gun imploded inwards for three blinks, then shattered apart and vaporized in a brilliant red fireball.

Terrany couldn’t think of anything to say. KIT whistled, but kept silent at the sight. What was left of the mecha’s arm sparked furiously, and it retreated a quarter kilometer from Terrany.

_“Pilot McCloud, I am detecting fluctuations in the enemy craft’s power readings. It is possible your bomb’s detonation caused their control systems to destabilize.”_

“Which means what?”

_“One moment.”_ ODAI replied, and then a new linkup connected to the Seraph. A thermal image of the carrier mecha overlayed on top of the dimensional radar picture. Terrany and KIT both saw a redder than normal section behind the armor on its chest. _“If my readings are right, then that high temperature area is where the ship’s main power core is located. You might be able to disable the ship by concentrating your fire at that point.”_

“Provided my Nova lasers are strong enough to get through that armor.” Terrany said that even as she boosted towards the mecha to re-engage.

“Don’t lose your head, Terrany.” Milo urged her. “Be careful!”

Terrany swerved about the mecha’s leg when it swung up to strike at her. “I’ll try.”

_Hey, McCloud, we’ve only got 42 seconds of Merge left._

_**Then let’s make it count!**_

The Nova lasers sent a vibration through the ship when they belched white fire, and the mecha trembled under the onslaught. Terrany stitched a pattern of impacts across the thing’s chest, and it launched a barrage of impact spheres. She weaved through the storm and fired again, keeping the bolts on target this time.

**_We can do this. We can take this thing down!_**

_Don’t let up now!_ KIT urged, even as the carrier mecha released a blitz of low-energy plasmafire against the Seraph’s shields. _Keep pouring it on, no matter what!_

Even though they both pressed the attack, a corner of Terrany’s mind kept track of the heat readings on the Nova laser’s capacitors.

They were fast approaching red.

***

Rourke had certainly had better days…But, he reminded himself as the fighters still swarmed around him, he’d had worse. Despite being badly outnumbered and flying in a crippled fighter, he’d doggedly kept pace with the first of the three. That patience, strained by too many barrel rolls, close calls, and even more damage, finally won out when his HUD beeped at him, and the red lock-on reticle appeared around his prey.

“One.” He growled, and hit the trigger on his control stick. A green ball of light soared out from his nose and engulfed the target, completely obliterating it.

A hail of laserfire streaked by his canopy, and Rourke threw his Arwing into a loop.

_“Hell of a day, right?”_ His ODAI commented.

“Nobody asked you.” Rourke shot back, grinning in spite of himself. The AI was certainly capable of learning through continued interaction, and it had picked up some of his own sarcastic wit. The Arwing shuddered under another missile impact, and his smile faded. “Blasted…”

He broke out of the loop and threw his ship into a barrel roll. Another projectile bounced off of the gravitic deflector field and spun into the void, and Rourke drew his bearings again. One closing in behind, and the other bearing at two o’ clock on his right.

“Debt’s repaid after this, Skip.” Rourke muttered, and lined up his ship. “Odai, how’s our shields?”

_“They’ve been better. You’re not planning on…”_

“It’s the best option right now.”

_“One of these days, you’re going to get yourself killed, and I’ll have to be around and watch you do it.”_ His AI berated him.

“Not today.” Rourke replied, charging up his laser and drawing a lock on the fighter in front. He held it, not firing…and as expected, the other closed in hard and fast, blazing away. “Not when things are just getting interesting. Ready the ship for heat damage!”

Rourke barrel-rolled as best as he could to maintain the shot-distorting gravitic field, but not every round his pursuer fired bent around the Arwing’s gravitational aura. His shields dipped lower and lower, but he held off.

_“Rourke, we’re at 24 percent. If the shields are below 20 when that bomb goes off, we’ll…”_

“I know, I know!” Rourke shouted, silencing the AI. “What’s the distance of the fighter behind us?”

_“Seventy meters and closing fast.”_

“That’s close enough, then. Firing!” Rourke thumbed the bomb release, and a red streak of light shot out from under the Arwing’s nose. It tracked in on the first fighter and exploded in a plume of blue and red light. The canopy darkened as he flew into the thick of the storm, but Rourke shut his eyes anyhow on instinct.

The maneuver would have been suicide with the Smart Bomb’s ancestor, the Nova Bomb. It would have definitely been suicide with a G-Bomb. But by the grace of refined shielding and harmonic frequencies, Rourke’s Arwing remained nearly untouched when they flew through the fireball.

The same couldn’t be said of his pursuer.

Rourke’s Arwing blasted clear on the other side of the sphere of annihilation, with his shield warning system screaming at him. “Give me the good news, Odai.”

_“All engaged bandits…splashed. No residual radar footprint.”_

Rourke sunk back into the seat of his cockpit, and realized he’d been sweating the entire time. “Damage?”

_“Shields at 10 percent and holding. We’re baked, O’Donnell.”_

“That usually happens when you give your all.” Rourke sighed in agreement. He triggered the talk switch on his helmet’s transceiver. “This is Rourke. All bandits in my sector destroyed, but I’m dead in the water. How’s it coming with the rest of you?”

_“Milo here. I’m blind, and Terrany’s fighting the carrier on her own. Doing a damn good job of it, but we’re running out of time. We might need some help here.”_

“Perfect.” Rourke grumbled. “Dana, you got those fighters cleaned up yet?”

Silence.

“Dana? Dana, respond!”

***

It wasn’t supposed to happen like this. Not like this, Dana’s mind raced.

She had taken out the first of the two halfway on the trek to Ursa with a homing shot. The second, though, had been infuriatingly spry, dodging her laserfire and breaking lock after lock with one aerobatic twist and turn after another. All the while, they’d closed in on Ursa, until they were nearly crashing into the space station’s topmost dome. The alien fighter had tried to line up for a shot on the last surviving power generator on the dome, and Dana had kept it moving, even firing a few loose shots into Ursa’s dying shield to keep the skittish fighter away.

Neither had had a clear advantage, and their spins and loops kept them from drawing a bead. Then one last turn had sent Dana clear of the fighter’s flight path…

And gave it a clear angle to the generator.

“NO!” Dana screamed, and boosted her ship forward. The alien fighter was already closing in, getting ready to fire. She couldn’t get behind it, and she couldn’t land a shot in time. A bomb wasn’t an option, since it would take out everything around them too. With none of that possible, she did the only thing she could think of…

Dana Tiger burned her boosters at maximum, and rammed it.

Her Arwing shuddered under the impact, but even though the nose crumpled in on itself, the airframe held up to the abuse. She had no doubt her shields played the largest part in her survival. Ahead of her, she saw her handiwork in a shorn off piece of the fighter, now floating off into space.

She didn’t see the rest of it.

“What…”

Dana whirled her head about. What was left of the crippled, dying enemy fighter was careening down towards Ursa. “No!” She screamed again, dumbstruck.

For the first time, she could see inside the cockpit of the craft. A figure was inside…Struggling with the controls. He wasn’t trying to pull up, she realized.

“NO!” Dana tried to turn her Arwing around to take aim and disintegrate it, but the move came too late.

The enemy pilot crashed his dying fighter into Ursa Station’s last main power generator and died in a massive fireball.

Below, Dana saw a faint shimmer of light first appear, and then vanish from around the station’s frame. The shields were gone.

_“Dana? Dana, respond!”_ Rourke’s voice cut in over the comm line.

Shakily, Dana turned her Arwing around and checked the radar. No more bogies, but the damage was done. “Those bastards got through. Ursa’s shield is gone!”

***

The carrier mecha shot another burst of plasma at its attacker.

Terrany kept firing.

It sent out another wave of impact spheres, bouncing her Arwing around like a cork in the ocean.

She steadied herself and kept firing.

It launched a stack of burrowing drill missiles.

Terrany weaved around them, defeated their lock, and still kept firing.

As its chestplate started to glow brighter and brighter from the battle damage, it slammed a hand out to knock her from the sky and flew towards her.

Risking the ship’s systems, Terrany locked onto the alien ship’s weak point, hovered above the charge, whirled about, and fired.

Five dazzling orbs of explosive photonic energy streaked around the mecha’s head and slammed home into its chest plate. A tremendous explosion rocked the transformed carrier, and it started to collapse.

_We got it, kid! And none too soon, either. Merge ending in five seconds._

_**Thank the maker. My head’s really starting to hurt.**_ “Enemy carrier disabled. Clear off, it’s going to blow!” Terrany called out, turning her Arwing away from the danger zone.

Her radio crackled, and a strange voice came over the line.

_“The Arwing’s base…will not live!”_

**_What?_**

_That transmission came from the enemy ship!_ KIT answered her question.

Warning lights flared up, even as the alien carrier began to explode in a chain reaction.

It had launched one last set of missiles.

Cruise missiles. Five of them.

“Shoot!” Terrany cried out, starting to turn her ship around. “Incoming! It’s targeting Ursa!”

She didn’t make it in time. The missiles escaped the carrier’s death fireball, and before Terrany could fire at them…

She and KIT de-merged.

The world filled with pain once more, and Terrany howled in agony. Her eyes were on fire, and she squeezed them shut as incessant throbbing prodded her forehead.

“Oh, shit.” Milo uttered, hearing her scream. “Rourke, Terrany just came out of Merge Mode! The missiles got past her!”

_“Oh, you gotta be kidding me!”_ Rourke called back. The missiles were drawing a straight course for Ursa. _“Dana, get ready! We’ve got inbounds!”_

_“I thought we were through with this!”_ Dana protested.

***

Rourke spun his crippled fighter about and targeted the lead missile. They were going too fast for him to lock on in his nearly stationary position. He fired off his last Smart Bomb on an unguided course that would put it just ahead of the missiles and hoped for the best.

They seemed to speed up in response…when his bomb went off, the explosion only took out one, and then they were gone and past him.

“Crap! There’s four left! Dana, can you stop them?”

_“I can’t stop that many, not now!”_ Dana Tiger screamed.

Rourke gnashed his teeth. “Ursa, this is Seraph Flight! Your shields are down, and there are four inbound missiles! If you’ve got people evacuating to the transports, launch them now!”

_“Rourke, are you…”_ The voice of General Gray cut in.

“For the Creator’s sake, LAUNCH NOW!” Rourke was bellowing now in terror.

He could do little else but watch as the missiles zoomed in on their home.

There was a flash, and his radar showed one of the missiles disappear under Dana’s attack.

The other three made it through.

It was a picture perfect work of destruction. The missiles impacted, one after another with only momentary delays. Their ordnance would have been enough to destroy Ursa even with full shielding. Without shields, the old station, the top secret outpost that served as home to Seraph Flight and the Seraph Arwings, died quickly.

A rush of debris and light washed out in all directions, momentarily disrupting communications for the buzz of static in the radioactive noise.

Silence fell over Sector X.

***

_Arspace Dynamics_

_Corneria City, Corneria_

_5:42 P.M._

For some reason, fly soup sounded especially good tonight. His doctor didn’t appreciate when he went off of his diet, but Slippy Toad had always been a troublemaker when it came to taking advice. Giving it, on the other hand…

He walked out of his office, then smiled and waved to his secretary. “You’re still here? I thought you had to pick up your kids on the way home.”

Evelyn Cloudrunner looked up from her computer and smiled wearily. “I had my husband take them out. I suppose that means leftover pizza tomorrow morning, but I was still working on your schedule for next week.”

Slippy rubbed his throat pouch. “One of these days, I ought to give you a raise, Mrs. Cloudrunner.”

“Oh, you did.” She replied with a smirk.

The elderly Toad laughed. “Not too outlandish, I hope?”

“Just three percent was all.” Evelyn answered, winking at him.

“Generous but fair.” Slippy nodded. “It’s one steep bill, but it’s worth it.”

The phone at Evelyn’s desk rang. She began to reach for it, but Slippy Toad stopped her with a low ribbit. “Let me take this one. You need to shut down and get home.”

“Are you sure, sir?” Mrs. Cloudrunner seemed confused.

“Positive!” Slippy picked up the phone receiver and set it to his ear. “President Toad here.”

He listened for a few seconds and his smile began to fade. “What?” He leaned forward a bit and held the phone closer. “Whe…But how…Then…” He shut his eyes and drew in a deep breath. “I understand.” He hung up the phone without another word.

Evelyn watched him, worried. “What is it? What’s happened?”

Slippy set his walking stick on the floor and suddenly seemed to shrivel in on himself. All his years, so long ignored, reappeared. “The station my grandson was working on stopped transmitting data at the same moment a foreign radar signature appeared beside it. The Space Defense Forces believe there are no survivors.”

“Oh no.” Evelyn gasped. She stood up. “Sir, if there’s anything I can do…”

“There’s nothing anyone can do now.” Slippy answered, and the depth of his words sent a chill through her. He tottered off towards the elevator, slower than ever before. “Nothing at all.”

***

Dana Tiger flew slowly through the debris field, using minimal thrust and praying she wouldn’t come across a body. “This is Dana Tiger…Any survivors, please respond. Repeat, if anyone from Ursa is still alive…”

Farther out, still floating around on autopilot, Milo activated his comm. “Terrany, you all right?”

“I’m…alive.” She answered blearily. “I’m in too much pain to not be. My head feels like someone dropped a grenade between my ears.”

“That’s the downside of Merge Mode…stopping.” Milo reassured her. “Your brain’s been in overdrive for five minutes, and it’s finally slowing down. If it’s any consolation, it gets easier the more you do it.”

“I’m sure plenty of guys say that when they pop a girl’s cherry.” Terrany grumbled.

_“Too much information, McCloud.”_ KIT chirped in. _“Still, I’m sorry it hurt.”_

Terrany let out a sigh and sunk into her seat. “I couldn’t stop it. Because of me, Ursa Station’s gone.”

“It’s not your fault, kid.” Rourke’s voice was cold and calm. “These bastards caught us with our shorts down. It’s nobody’s fault. You took out the enemy carrier by yourself…it’s more than I would have asked you to do. More than Skip would. How’s your Arwing holding up?”

“Worn out shields, a depleted bomb reserve, but otherwise, I’m fine.” Terrany replied. “I just wish I wasn’t still seeing spots.” Rourke’s praise and concern touched her, and she smiled in spite of the migraine.

“You can see spots?” Milo cut in. “I’m still only seeing blobs. Oh, and I’m fine too, Rourke, thanks for asking.”

“Cool it, Granger. I know you can watch out for yourself.” Rourke shot back. Terrany’s pride in Rourke’s praise evaporated quickly after that. “Dana, we’re all accounted for. Did you find anything?”

The radio crackled, and a familiar, welcome voice cut in. _“General Gray here. That could have gone better, Seraph Flight…but we’re safe. Our shields protected us from the explosion’s debris. Thanks for the heads up, Rourke.”_

“I found them!” Dana let out a whoop, and dove through the debris towards four transport shuttles that were flying clear of the wreckage. “They made it!”

_“Seraph Flight, lock onto my signal and fly in close.”_ General Gray ordered.

“Roger, sir.” Rourke O’ Donnell. “Terrany, Milo, switch over to autopilot and let your AIs fly after me. I’ll take you in.”

“Sounds fine by me, boss.” Milo sighed, and his Arwing was soon swinging about to chase after Rourke’s beacon.

Terrany shut her eyes and didn’t offer a reply.

_“Hey, McCloud…you all right?”_ KIT asked quietly.

“Our home’s gone, our planes are beaten to Hell, we’ve got nowhere left to repair, and whoever these aliens are, they got the jump on us before we could stop the invasion.”

_“Yeah. But we’re all alive.”_ The AI noted helpfully. _“That counts for something, doesn’t it?”_

Terrany reached a hand up to the display panel and flipped it over to autopilot. “Somehow…it’s just not enough. Fly us in, Kit.”

The AI let out an uncharacteristic sigh, shut up, and did as he was told.

***

The eight spacecraft from Ursa Station made a sorry sight. The four transports were overloaded, Rourke’s Arwing was a barely functioning mess, and the other three Arwings of Seraph Flight stood like wounded sentinels over the dying. Nobody spoke over the intercoms while General Gray prepared to speak to them. When he did, it was a bombshell.

“The Seraph project is a failure.” He stated flatly. His place in the third of the crowded transports kept him from observing the winces and defeated gazes the four Arwing pilots gave to each other. “The enemy caught us completely by surprise. We should have seen it coming…they must have been planning this strike from the beginning.”

Dana Tiger cut in on the line. “What do you mean? How could they know?”

The General’s voice was unapologetic. “Three weeks ago, one of their scout ships encountered Captain McCloud’s craft during speed trials. They must have made a tactical calculation that the base his ship came from had to be eliminated.”

“Then we’re dealing with some damn smart aliens.” Rourke interjected glumly. “Or maybe just some paranoid ones. But how did they track Ursa? We’re in the middle of a nebula. Nobody knows we’re out here.”

Milo cleared his throat. “They already proved in this skirmish that they’re capable of interpreting our radio transmissions. If they can do that, it stands to reason they could track them too…And one of the first things they hit, outside the power generators, was our long range communications relay. They didn’t want us living to warn Command.”

“In other words, men, these aliens just nullified our one wild card for the approaching invasion. By destroying Ursa Station, they’ve destroyed any chance of us launching a counterattack with Seraph Flight.” General Gray let out a long sigh. “Wyatt has informed me that he’s rewired these transports to keep the atmosphere breathable. Our resources are limited, however. Our only choice is to set a course for Corneria and pray we can get in radio range before their invasion force arrives.”

Terrany had been sitting back listening to it all, and for a very long time she’d been in as horrible a mood as the rest of them. But the more she listened to how easily the invaders had out-schemed, out-thought, and outfought them, the more her blood began to boil. By the time General Gray laid down his orders for retreat, her ears were twitching furiously. Rourke, parked across from her, saw the change in her mood as clear as a bell.

“Terrany, relax. It’s not…”

“So that’s it, then?” Terrany snapped, silencing Rourke with an angry voice. “We just fly back to Corneria, tails between our legs, and wait to die? What the Hell kind of plan is that?!”

“McCloud, you may not like the order, but you’re going to follow it.” General Gray growled warningly.

“The Hell I am!” Terrany screamed, ignoring the command. “My brother wouldn’t let something like this happen! He’d take the fight to them, he wouldn’t quit fighting, no matter what!”

“Listen to yourself!” The General howled. “Ignoring the fact you’re bordering on outright insubordination, you’re not paying attention to the big picture. They took us out! We lost! There’s nothing we can do about it, not with the four of you in the condition you’re in, not without a space station we can make repairs at!”

“Terrany, stop this.” Milo pleaded. “He’s right, there’s nothing we can do now. Flying to meet their invasion force in our condition would be suicide.”

Terrany shut her eyes, breathing heavily. Rourke glanced through her canopy and let out a long sigh. “Hell. The funny thing is, I agree with her.”

“You _what?”_ Dana Tiger repeated incredulously.

“I said, I agree with her.”

“That’s it. The both of you are going on report when we get back.” The General was bitter and exhausted. “You’re not thinking straight, either one of you.”

“Does it matter, sir?” Rourke asked his CO calmly. “If we don’t do something, then all of Lylat’s doomed. Creator knows how much firepower they’re massing just outside the rim. The fact is, if we don’t do _something_ , then not only have we failed to live up to the mandate of this program…But Skip’s sacrifice will have been for nothing. I can’t live knowing I let him down, and I’m pretty damn sure that Terrany would agree.”

The General was quiet for a moment, and a new voice cut in over the line.

“Uh, team? This is Wyatt Toad here. Listen, I applaud your bravery, but the fact of the matter is, we have to put your ships into dock for a while. Rourke’s Arwing is going to need _major_ repairs, and the rest of you’ve taken your share of dings from this. Without Ursa, the closest suitable repair stations are back on Corneria.”

“By the time we got to Corneria, the invasion fleet will have already arrived.” Rourke argued. “It’s just not an option. We either fly against them as we are…or we don’t do it at all. I’m flying. Terrany, you going?”

Terrany stared back to Rourke through her canopy and nodded, a grim, but trusting expression fixed on her lips. “You bet your fur I am. What about you, Milo? Dana?”

“…This is crazy.” Dana muttered, throwing her hands in the air and groaning. “But you’re right, damnitall. We have to do this. It’s what Skip would do.”

“Hmm.” Milo mused, stroking his chin. “Well, going or retreating…either would have been fine with me. But as long as you’re all planning on committing suicide in the skies, I might as well tag along. Maybe this time I’ll remember to close my eyes the next time they launch a flashbomb canister.”

“You’re all insane.” The General tried to argue again. When nobody spoke up, he blew the last of his rage out through his lips. “Fine. If you’re going to throw your lives away, you might as well do it by not disobeying orders. This way, I can at least give all of you a posthumous two-rank promotion. Seraph Flight, your last orders are to…”

_“Hang on a second, General.”_ KIT suddenly spoke. Terrany turned her head down to her Arwing’s control panel and widened her eyes in surprise. _“Just…hang on a second. I think I’ve got a different idea.”_

Terrany blinked. “Kit, what are you…what kind of an idea would you have?”

KIT didn’t say anything for a few seconds, and when he did, he said it slowly, as if he was struggling with the thought. _“Wyatt, you there?”_

“Yeah…What do you need?” The heir apparent of Arspace Dynamics was more curious than worried.

_“Would you agree that we’d stand a better chance if we could repair the Arwings?”_

“That’s a given, but yes. As beat up as the X-1s are right now, I doubt they could last another dogfight, much less an attack on a fleet of capital ships.”

_“But we can’t go to Corneria, since they’re going to beat us there anyway.”_

“Yes.” Wyatt agreed, wondering when the AI was going to get to the point.

_“…What if…What if I told you I knew of a place a little closer where we could make repairs?”_

Wyatt laughed. “I’d say you were crazy. You’re just a program.”

_“Yeah, and you’re not as chummy as your grandfather was.”_

“Is.” Wyatt corrected him, then did a double take. “Wait…what? How would you…”

_“Shut up and listen, Toad. I’m already berating myself for bringing this up. How many wrench turners do you have in your transport with you?”_

“Just in mine? I’m only missing two guys from my team. The rest are in the general’s transport.” Wyatt was audibly shaken now. He, like everyone listening to the radio, was now asking the same question…

Just what in the blazes was KIT, exactly?

_“General, you and the other two transports should fly for Corneria. If you can get close enough to have them raise the defenses, you should do it. But Wyatt’s shuttle needs to come with us.”_

“Just what are you driving at?” The General prodded. “Where exactly are you going to go?”

_“The Meteo Asteroid Field.”_ KIT answered solemnly.

Milo grunted. “Meteo? There’s nothing out there but rocks.”

_“Just because the Cornerian Space Defense Force never built something in that neck of the woods doesn’t mean it’s a wasteland.”_ KIT chirped tersely. _“The asteroid field’s always been a terrific place to hide things. Okay, General?”_

“…I’ll expect a full report if we survive this.” The old hound groused. “All right, then. Seraph Flight, good luck. For better or worse, our fate’s in the hands of the AI in Terrany’s plane. And Kit? You’d better not be pulling anything funny here. The fate of all Lylat is at stake.”

_“Never get tired of hearing that.”_ KIT said in reply. _“Okay then. Toad, the rest of you, set your ships to track Terrany. I’ll set our course.”_

“Just one last question, Kit…” Wyatt said, as the other three transports shot off towards Corneria and triggered their FTL drives. “How do you know there’s a base out there?”

_“To be precise, it’s not a base.”_ KIT replied cryptically. _“And I know it’s there…because it’s my damn business. Okay, then. I’m going to switch off the radio channel and let Terrany do the talking for a while. I’m tired of getting picked apart here.”_

The radio crackled into silence, and Terrany punched in the coordinates KIT displayed on the Seraph’s diagnostics monitor. She opened her mouth to say something, then closed it and shook her head.

_“Go ahead, McCloud. I know you want to say it, so just say it.”_ KIT sounded tired when he spoke to her inside the cockpit.

Terrany leaned forward, and pressed her fingertips to the monitor screen. “Just…what are you?”

_“I am what I was made to be.”_ KIT said reassuringly. _“And nothing more or less.”_

“If you’re not a program built on the memories of my grandfather, then…”

_“Does it matter?”_ KIT shot back, before she could finish it. _“Does it matter what I am, or who I was built from? Is that really what worries you, or are you just afraid of me?”_

“Kit, our…our minds were one for five minutes. Your thoughts were my thoughts. I’m still the same person now. I’m not afraid of you.”

_“But you don’t think you know me.”_ KIT observed.

Terrany pressed her lips together and bobbed her head.

_“Give it time, Terrany.”_ KIT concluded, accepting the coordinates and starting up the FTL drive. _“I was beginning to question if my being here had any purpose at all. Now I see I’m right where I’m needed most.”_

“And where’s that?”

_“Keeping you alive. Now let your teammates know we’re starting. The first part of the jump’s always the bumpiest.”_

Terrany reached to her helmet and tapped the toggle. “This is Terrany. Everyone set for the jump to lightspeed?”

“Milo here. Ready as I’ll ever be.”

“Rourke. I guess these things are sturdier than we gave them credit for.”

“Dana. I hope wherever you’re taking us has the setup to fix the nose on my Arwing. It’s messing up my targeting sensors.”

“Wyatt and Transport 1 here. It’s time to see just what kind of secret your AI’s been hiding in the rocks.”

Terrany reached up and depressed the switch. “Engaging FTL. All aircraft, on my wing.”

Flying on a different course from the rest of Ursa Station’s survivors, Seraph Flight and the lone transport shot off on their own mission…praying it wouldn’t be their last.


	9. Red Sky At Morning

**Summary for the Chapter:**

> In which war comes to the Lylat System, and the SDF finds itself unprepared for its ferocity...

**_STARFOX: SUNRISE OVER LYLAT_ **

By Eric “Erico” Lawson

* * *

CHAPTER NINE: RED SKY AT MORNING

**G-Diffusion Technology** \- Discovered by accident during the Arspace Dynamics “Aegis” project, G-Diffusion was made famous by Beltino Toad fifteen years before the Lylat Wars. This unexpected boon from deflector shield technology created a buoyant diffusive field which largely nullified planetary gravity pull. G-Diffusion technology was first instituted ten years later on the SFX, or Model 1 Arwing. The system remains largely confined to the Arwing line of spacecraft. Miniaturization of parts have made deflector shielding possible for other spacecraft and vehicles. G-Diffuser craft remain difficult to handle for pilots to this day, drawing a clear line between the elite and the average.

**(From Wyatt Toad’s Margin Scribblings)**

**_“That’s something my great grandpa would do, all right. He tries to build an energy shield, and he makes an antigravity unit.”_ **

****

***

_Sector X_

_The Debris Field (Ursa Station’s Remains)_

They had emerged from the jump with all weapons active and powered up, not knowing what to expect. Their orders hadn’t exactly been specific, but caution had been advised. If there was trouble, there wasn’t a member of the four-man squadron who expected they couldn’t handle it. They _were_ the 21st Squadron, after all, and the three veteran members of the flight had logged more than 100 hours in the Model K Arwing, the pride and joy of the Cornerian Space Defense Forces. Something was wrong at Ursa Station, that much they could tell. What kind of trouble had yet to be determined, but the 21st Squadron had made a reputation on dealing with the unknown.

What they saw was something none of them had expected...and it produced a hush in their normally chipper voices when they flew over the graveyard.

Captain Lars Hound looked down at the wreckage and bit his tongue.

“Cap…there’s nothing left.” His first wingman, Argen Quail whispered. The avian was the wiseguy of the set, and his uncharacteristic sorrow only made them feel worse.

Captain Hound swung down, keeping his voice firm. “Fan out. Search for survivors.”

The 21st Squadron split apart and flew off in different directions, getting as close to the debris field without diving into it. For ten minutes, they used their scopes and their eyes, until they had only one conclusion to make.

“Pull it in, people.” Captain Hound exhaled. “There’s nothing else we can do here.”

The Arwings yanked free of the debris and soared up and away. Against the backdrop of the blue nebulous cloud that gave the Sector its name, the 21st Squadron called in its report. Captain Hound powered up his long-range communication relay, and selected the subwave band. “SDF Command, this is Captain Hound. Ursa Station is completely obliterated.”

_“…Did you find any survivors?”_

The captain closed his eyes. “No life signs at all. No bodies, either. But, sir…I thought Ursa Station was decommissioned.”

_“It was. We were keeping a skeleton crew out here to run surveys on the region, though. Can you determine the cause of the destruction?”_

Captain Hound furrowed his brow, and glanced over to Lieutenant Quail off his starboard wing. The avian was shaking his head, and then pantomimed a set of projectiles slamming into the station. “My men found evidence that Ursa Station was likely attacked. The wreckage is very sparse, but there were a few pieces floating around that indicated blast damage from high explosives.” He paused, then continued in a stronger voice. “We also found a separate debris field a few klicks from Ursa’s coordinates…If I had to guess, I’d say it was the ship that caused this mess. Or what’s left of it.”

_“Damnit.”_ The general on the other end of the subwave communication was more than a little flustered. _“And you’re sure there were no survivors?”_

Captain Hound’s fur bristled a bit. “Just what are we supposed to be looking for, exactly? I realize this is a terrible situation, but there’s something about this mess you’re not telling us, sir.”

_“That’s on a need to know basis, captain.”_

Suddenly, a shriek came out from below. It was Damer Ostwind, the team’s analyst and a precocious squirrel besides. “Look out! There’s a big piece of debris coming through!”

True to form, a shorn off piece of metal floated up and through their formation, spinning lazily about. It carried similar scars, but something about it caught their eyes.

It made Lars Hound’s breath hitch in his throat. It was a wing from an aircraft. It looked different, and it was messed up badly enough that it looked like it had been split into three wings instead of one, but the color scheme and the shape were both dead giveaways.

“That piece of wreckage is from an Arwing.” Lieutenant Quail stammered. “What…What the Hell were Arwings doing out here?”

_“Captain Hound.”_

The sudden intrusion of the SDF brass’s voice snapped the captain of the 21st Squadron from his questioning reverie. “Sir?”

_“You and the rest of your team are to report to the Aquas sector. There, you will be assigned to the 7th Fleet, under the command of Admiral Bradley Howlings. You are to forget what you’ve seen here today. As of now, all details relating to this incident are classified. Understood?”_

He didn’t like it. He knew his team didn’t like it. But Captain Hound still knew how to follow orders. “Understood, sir.”

_“Good luck, then.”_ The subwave channel closed off, leaving the 21st Squadron in the silence of Ursa’s flayed corpse.

“Damnit cap, I don’t like this one bit.” Lieutenant Quail said, when it was safe to talk again. “This whole mess stinks. This is a frigging tragedy here. We should be investigating this further! Taking samples! Tracking down whoever did this!”

“Easy, Argen.” Their fourth member and novice, Wallaby Preen, tried to soothe the hotheaded fowl. “I’d guess that whatever happened here is something they don’t want people finding out about. It’s probably embarrassing to the higher-ups.”

“I’m more concerned about our next orders.” Captain Hound cut in, stopping the pointless debate. “Joining up with the 7th Fleet by Aquas? There’s nothing going on out in Aquas. What in blazes are they doing massing all that firepower that far out in the boondocks?”

When nobody said anything, he sighed and answered his own question. “I guess we’ll find out soon enough. Everyone ready for lightspeed jump. I’m transmitting my marker, so lock on.”

The ships hung in space for a moment longer, and then dashed off with a blaze of light from their boosters. They sped up until they reached optimum acceleration, and then seemed to blink out, turning into spears of light that shot off into the ether.

Unaware of what had truly happened at Ursa, the 21st Squadron soared for a massing fleet at the edge of Lylat.

Once again, they would be caught unprepared for what they would find.

***

_Inner Lylat_

_In Transit to the Meteo Asteroid Field_

One hundred and fifty years ago, lightspeed had become a reality. The mechanics of it got pretty detailed, but the long story short was that by putting a ship just slightly out of phase of normal spacetime, a person could slip into an underlying and supporting frame of existence called ‘subspace.’ Once there, traditional limitations on speed and time lost much of their influence, allowing a ship to reach, and even exceed the speed of light without the messy effects of relativity and infinite mass. Lightspeed had made travel across the Lylat System feasible and timely, leading to a second wave of colonization and exploration.

In spite of all of the heady science behind it and the historical portents of the technology that the people of Lylat took for granted, the only thing that Terrany thought of as they sailed through it was that the stars looked very beautiful when they raced by her canopy.

“You awake, Terrany?” Rourke’s voice chirped over the intercom.

Terrany blinked, and turned away from her panoramic window. “Huh? Well, yeah…why?”

“Go to Channel Theta. I want to talk to you alone.”

“Sure.” Terrany reached to her communications controls and punched in the new frequency. One didn’t go disobeying the flight lead. “Okay, sir. What did you want to talk about?”

“First of all, can it with the sir stuff.” Rourke sounded as tired as Terrany felt. “It doesn’t fit me.”

“You sure?” Terrany asked. “When things were going to Hell, you did a damn good job of keeping your head screwed on straight.”

“Didn’t stop them from blowing up our base. Call me Rourke, got it?”

“…Yeah, fine.” Terrany agreed. “While we’re on names, could you do me a favor?”

“What’s that, kid?”

“Stop calling me kid.” Terrany answered drily. She drummed her fingers on the side of the canopy, since she had no reason to grab the controls during a lightspeed jump.

Rourke chuckled. “Don’t like it?”

“Not especially.” Terrany leaned back in her seat and closed her eyes. “But what did you want, anyway?”

“I checked my watch. It’s three-forty in the morning, and we’re flying towards points unknown chasing after a lead given to us by your AI, of all things. What I want to know is, do you trust it?”

_“Trust HIM, you mean.”_ KIT piped in calmly. _“Are you forgetting I’m in the plane with her, O’Donnell?”_

Terrany’s nose twitched, and she gently shook her head. “Kit, pipe down already. And Rourke? I didn’t get along with Kit at first, but I do trust him. I trust you now, after all…even though there’s that unwritten rule about how McClouds and O’Donnells are supposed to be mortal enemies.”

“That’s encouraging.” Rourke harrumphed. “And to be honest…There was never a rule like that.”

“But your grandfather fought my grandfather.”

_“He also saved his ass a few times.”_ KIT remarked.

“How would you know that? You’re just a program!” Rourke demanded.

Terrany cleared her throat. “No…no, he’s not just a program. I don’t know how to explain it, but…”

“What?” Rourke asked, angrier now. “What is Kit?”

KIT laughed a bit. _“Geez, that’s a blatant question.”_

“Quiet, the both of you!” Terrany barked. The line fell silent, and she let out a sigh. “I think I’ve decided something, Kit. You were definitely made from a guy, because I don’t think any female pilot involved with the Lylat Wars argued as much as you do.”

KIT grunted noncommittally and left it at that.

“But…you’re sure about this, Kit? You’re sure that there’s something in Meteo that can help us repair our Arwings?” Terrany asked, now that her rage was fading away.

_“There should be, if it’s been left untouched. And the betting odds are good that it has.”_ KIT remarked. _“I wouldn’t offer a suggestion if I didn’t believe in it, and I wouldn’t go dragging you in the wrong direction of trouble unless I thought it was worth the effort. Same to you, O’Donnell. I’m trying to keep you all alive.”_

“Sorry. I’m just not used to having a computer program talk back to me.” The wolf answered gruffly. “It’s a little disturbing. I mean, my Odai can offer a retort or two, but that’s just the program echoing things I’ve said. You…you actually think. Maybe that’s why none of us could ever work with you. You scared us.”

_“Is that so? Do I scare you now?”_ KIT pressed, amused.

Rourke let out a long sigh. “You’re in the fight with us. I guess that’s the only thing that matters. But I wish you’d come clean with us about who you’re based off of. Or why you know about this place we’re going to.”

_“Not today, Rourke. You’ve already got enough to worry about.”_ KIT replied. _“I’m switching us back to normal radio frequency, Terrany. You might check in and see how the others are doing. We’ve got some time to kill on this jump, after all.”_

The radio crackled as KIT adjusted the channel back, and Terrany took a moment to rub her eyes. “Hey, how’s everyone doing out there?”

“Well, I was trying to sleep.” Milo yawned. “What did you need?”

“Just making sure you’re doing all right.” Terrany called back. “Sorry to disturb you.”

“Pilots, this is Dr. Bushtail on the transport ship.” The subwave radio jerked them all to wakeful attention. “I can understand a certain amount of trepidation, but the lot of you are running on very little sleep. I can pull rank on you and order that you resume radio silence and get some shuteye, but I’m hoping you’ve got enough sense to do it yourselves.”

“Doc, I hate to break it to you, but these Arwings weren’t exactly meant to be sleep-ready.”

“No. They’re meant to keep you alive.” Dr. Bushtail snapped. “Try, for heaven’s sakes. All of your biometrics aren’t very pleasing to look at. If you don’t give your bodies some downtime, you’ll be a wreck when we reach our destination.”

“Hate to say it gang, but he’s got a point.” Rourke conceded. “How much longer do we have for this jump to Meteo, anyhow?”

“Another five hours.” Dr. Bushtail reiterated. “If it makes you feel any better, I’ll wake you in four. Acceptable?”

“Acceptable.” Rourke agreed. “Well, good night for now then.”

Milo and Dana offered their own halfhearted farewells, and the radio went silent once again.

Terrany leaned back in her seat and folded her arms. The canopy dimmed without her even thinking about it, and she blinked in surprise.

_“Get some rest, McCloud. I’ll run the ship for a while.”_

Terrany relaxed, and even smiled a bit as she closed her eyes. “You’re not trying to be my guardian angel, are you?”

_“You wish.”_ KIT chuckled. _“Want me to turn the heat up a bit for you?”_

“Just a couple of degrees.” Terrany yawned. She really was tired after all…the adrenaline from their battle and defeat had lasted as long as possible.

The cockpit, for its cramped confines, turned out to be a comfy place to drift off into sleep in.

It was most likely just because KIT made her feel safe.

***

_Cornerian Space Command, Corneria City_

General Winthrop Kagan was still mulling through the bad news given to him by the 21st Squadron several minutes after he’d gotten off of the line with Captain Hound. The loss of Ursa Station was crippling. Ursa and the top secret project being done by Arspace at the site were both supposed to be unknowns. Not even their own people truly knew what went on there, outside of the few transport pilots who ran the supply shuttles back and forth. The officer of the watch was making sure that operations continued as normal, and there was plenty to be seen to. Seraph Project or no Seraph Project, trouble was still inbound. They still had to deal with it.

“Be honest with yourself.” General Kagan muttered, looking at a digital map of the Lylat System. Radiant green blips marked the location of the Space Defense Forces spacecraft. There were the usual patrols, and some were docked at port. The Lylat space lanes were emptier than usual, though…

Nearly a third of all the ships they had were stationed in orbit around Aquas.

_Be honest with yourself_ , General Kagan thought quietly, so as to not upset anyone else in the command center. _Will it really be enough?_

Losing Ursa Station and the X-1 project was a blow that nobody had anticipated. Almost since time immemorial, the Cornerians had looked to the secret advanced starfighters called Arwings for aid and guidance. They still had Arwings, of course…

But the ones that were supposed to be the pinnacle of their technology and talent, and the pilots were now gone and scattered across the cosmos.

“Sir? We’re getting a report from the 7th Fleet.”

General Kagan blinked, and looked over. “What do we know?”

The radio operator bit his lip nervously. “They’re…” He looked up. There was fear in his eyes. “The Fleet is reporting that enemy contacts are closing on their position fast.”

_A day ahead of schedule…not good._

Kagan clenched his left paw into a fist. “Are they ready?”

The technician shrugged. “I’m sorry, sir. They didn’t say.”

“Well, they’d better be.” Kagan exhaled.

_The 21st_ _squadron won’t reach them for another half hour._

***

_Above Aquas_

The 7th Fleet, officially, was conducting a training exercise around Aquas. It was a baldfaced lie that the Cornerian Military leadership had sold over the news channels, but a necessary one. Preventing panic and giving the illusion of stability and security was the best plan they had.

And if it didn’t work?

_Well_ , Admiral Bradley Howlings thought to himself, _if this Fleet of 10 Relentless Class Dreadnoughts, 14 Valkyries, 3 Harbinger Attack Carriers and all the fighters we could muster can’t stop the advance of the alien legion, then the secrecy is going to be a very moot point._

Standing on the bridge of the flagship _Wardog_ , the Admiral broke from his thoughts and returned to the present. “What’s the range to the enemy?”

“15,000 klicks, sir.” A radar technician answered. “Estimated contact is in three minutes.”

“Then let’s run our final checks.” Admiral Howlings reached to his pocket and pulled up a communicator. “All hands, this is Admiral Howlings. The enemy is three minutes out. We’ll try this the civilized way first, but give me a readiness check. Battle Group 1, status?”

_“Captain Grimfield, Admiral. Battle Group 1 is loaded and ready.”_

The Admiral didn’t skip a beat. “Battle Groups 2 through 4, report in.”

_“Battle Group 2, Captain Harrison speaking. We’re green.”_

_“This is Captain Rottweil Cerbarin. Group 3 is good to go.”_

_“Battle Group 4. All ships accounted and running at condition red.”_

The Admiral closed his eyes for a moment to compose himself. “Very well. I wish you all the best of luck, men. If they mean to start a fight…let’s make sure we’re the ones who finish it. Today, they will learn the price of attacking us in our own solar system.”

He flipped a switch on his communicator and nodded to the radio officer. “Broadcast my voice on all communications frequencies. Let’s see if they’re listening.”

“Attention. Unidentified vessels, this is Admiral Bradley Howlings of the flagship _Wardog._ Divert from your present course and identify yourselves. I repeat. Unidentified vessels, alter your course away from the Lylat System and identify…”

_“We heard you the first time, vermin.”_ The voice that answered was cold, cruel…bitter.

The Admiral felt the hair on the back of his neck stand on end, and his ears pointed forward aggressively. “You obviously can understand our language. You have made an unprovoked attack on one of our outposts. If you continue on your present course, we will have no alternative but to open fire on you.”

_“You may fight back, if you wish. It will not spare you oblivion.”_

“Explain yourself. Who are you? Why have you come here?”

_“We are the Primals, and we have come to reclaim that which the Lord of Flames has declared is ours. You, and all others of your kind on all the worlds of this system shall be expunged.”_

The Admiral growled. “Like Hell. This is our system, and we’re not about to give it up to a bunch of zealots.”

_“As I said, you may fight back if you wish.”_

“Count on it.” The Admiral snapped, and severed the connection. He turned to the weapons officer. “Do we have a fix on their position?”

“Yes, sir.”

The Admiral looked out the massive front window of the bridge and swished his tail angrily. “Order all ships to target the lead vessel with Mark-III Copperheads. Let’s show these “Primals” that they don’t stand a chance.”

A barrage of twenty massive cruise missiles rocketed from the Cornerian line, and spiraled towards the lead enemy ship. The menacing ship, nearly invisible against the starline, couldn’t dodge in time. The Copperhead missiles did their work, boring in before their powerful warheads exploded. The first Primal ship disintegrated in a massive fireball, and the rest came charging in.

“All ships, engage at will!” The Admiral called out fiercely. “Don’t let them through!”

Long before they reached proximity with one another, the two opposing armadas opened up, and the void between them was lit up with long range laserfire and a furious storm of missiles. Then the radio was filled with noise.

_“Hull breach in the Engineering Compartment. Seal the reactor, seal the **scchhhhhzzzzz…”**_

_“_ Possum _, lay down some support fire!”_

_“They’re launching fighters! All squadrons, engage!”_

_“We’re hit! We’re hit!”_

Not even the Wardog was immune, and the ship rocked under the impact of three high yield missiles.

“Status!” Admiral Howlings barked out, gripping the rail in front of him to keep on his feet.

“Shields are holding sir, but that last salvo’s weakened the field around our engines. If they hit them, we’re through!”

“Feed in auxiliary power. Do it!” The Admiral glanced over to the radar operator. “How many are there?”

“I count 25 ships, Admiral. They did have 30.”

“How’s the Fleet holding?”

“Fighters are moving to engage, but we’ve lost seven ships so far. Their weapons are devastating!”

The Admiral gnashed his teeth together. “At least we outnumber them. Hopefully, that makes us even.” He raised his communicator again. “All ships, close ranks. Don’t let them turn this into an encircling maneuver!”

The radar station began to make a very loud and worrisome wailing, and the radar technician whipped his head around. “Sir! I’m picking up new contacts!”

The Admiral recoiled as if he’d been slapped. “ _What?_ WHERE?”

The technician brought up the image on the main viewscreen. Just as he’d said, a host of new enemy blips were appearing in the worst possible attack positions. “All…They’re all around us! I’m not sure, but…Oh no. No, it can’t be! It’s a dimensional _shift!_ ”

“Impossible!” The Admiral bellowed, eyes wide. Dimensional shifting was a technology that had been pronounced unsound decades ago, riddled with too many uncontrollable variables that destabilized neurological functioning. “But that would mean…”

In all likelihood, that these Primals weren’t biological. He didn’t want to face that possibility.

“How many more ships?”

“I’m counting another twenty, sir. It’s…” The radar operator looked up, at a loss for words.

The Admiral took in a deep breath and watched as the new alien ships, looking like they were meant to be skirmishing craft, warped in all about them and started to attack. “Don’t stop now. Keep fighting. No matter what.”

The _Wardog_ shuddered again, and warning klaxons sounded on all decks.

Even as the emergency red lighting kicked on, the Admiral kept his voice grave as he spoke to the 7th Fleet. “No. Matter. What.”

***

_Transports 2-4_

_En Route to Corneria_

Nearly everyone else was asleep inside of the transport. General Gray had tried, but failed miserably. He now resigned himself to sit up in the cockpit with the bleary-eyed pilot, keeping the both of them going on a straight diet of black coffee as they soared through space in the quiet serenity of lightspeed.

“Need a refill yet?” He asked, hoisting the pot. The pilot looked over again and flipped up his sunglasses, shaking his head. The General sighed and put the pot back in the warmer. “Sorry. I guess I’m on edge.”

“Not every day you get your command shot out from under you.” The pilot observed laconically. “All things considered, I’d say you did all right. We got caught by surprise, and you kept anyone from dying. It was your evacuation order that got all the personnel on these shuttles.”

“Thanks.” The General grumbled. “I’ll keep that in mind at the inquiry. There’s gonna be Hell to pay for this.”

“You take advice?”

“Sometimes.”

“Then I’d suggest that you stop worrying about what’ll happen afterwards. We’re alive. Right now, I’d bet that everyone thinks we’re dead. That counts for something. Plus, we can provide information on some of these alien’s tactics to the bigwigs. You’re gonna come out of this just fine.”

General Gray mulled over that for a moment, then nodded. “I suppose you’re right.”

The pilot drank some more coffee from his mug, winced, and drained the rest. “Huh. It got cold. I could use a refill now, if you’re still offering.”

“Sure.” The General reached for the pot and poured him another cup.

“Lightspeed’s the easiest part of being a cargo hauler.” The pilot yawned, sipping the refilled cup cautiously. “You don’t exactly make any sudden turns once you start, so I just leave it on autopilot. So if it’s not you worrying about the aftermath of Ursa, just what is bothering you?”

“Fear.” The General admitted, setting the coffeepot back into the warmer again. He stared out the front viewport and watched the multicolored lines streak by. “It’s always been fear.”

“What about?”

“That we’re not ready for this.” The General set his cup aside and folded his arms. “That what we know about these aliens won’t be enough to save our troops before the wave hits. We already know they’re coming sooner than we expected. And…” He bowed his head. “…I’m afraid that I just sent those damn kids off on a wild goose chase because a faulty AI that never worked before suddenly decided to become eerily lucid.”

“They’ll come through.”

“You think there’s a base out there in Meteo that they can make repairs at?”

The pilot considered it for a moment, looking at the General as the old hound raised his head up and stared across the aisle at him. “I think, General…I have to hope there’s a base out there.”

The pilot turned about and took another sip of coffee. “Worst case scenario? We don’t stand a chance. But those ‘kids?’ Maybe they do. You ordered them to go make repairs. Everyone thinks we’re dead. That they’re dead.”

“Including the aliens.” General Gray concluded. “So even if the Space Defense Forces, which was strong enough to take out the last of the great pirate strongholds, can’t stop these invaders…”

“…Then we’ve given those four pilots a chance to live long enough to try again.”

The General shut his eyes. “I hate those odds. Heaven help us.”

“Yeah.” The pilot agreed, and drank some more coffee. They let their voices lapse into silence and watched the stars go by.

Anything else would have just made them worry more.

***

_The 21st Squadron_

The Navigation computer beeped at Captain Hound, and he reached for the controls of his Model K Arwing. “All right, team. We’re coming out of the jump. Everybody set to join up with the fleet?”

He got a series of clicks, the sound of his squadron toggling their mike switches in the affirmative. Captain Hound nodded to himself. “All right. I’ll do the talking with Admiral Howlings. You know how those line officers get. Okay, team. Fire your retros.”

Their spacecraft shuddered slightly as they decelerated, and the warped bubble of spacetime around them began to dissipate as they reached normal velocities.

The starlines slowed, and then finally halted. The 21st Squadron reappeared in normal spacetime, twenty kilometers from the designated coordinates of the 7th Fleet.

Instead of the tranquility they expected, though, the airspace above Aquas was littered with laserfire, explosions, debris…And spacecraft and ships that did not register as friendlies.

“What the…” Wallaby exclaimed in horror.

Captain Hound quashed his nerves and reacted where his team froze. The destruction he witnessed of the Fleet they had been sent to protect set his blood to a boil. He powered up his weapons and barked out the orders his team needed to hear. “The Fleet’s under attack! Power up your laser and follow me in!”

“Yes, sir!” Argen Quail snapped back.

“Aye-aye, sir!” Damer Ostwind confirmed.

“Roger!” Wallaby Preen agreed.

The four Arwings glowed with light as their boosters blazed a path towards the maelstrom.

“7th Fleet, this is Captain Hound of the 21st Arwing Squadron. We are coming to assist!”

***

Admiral Howlings braced himself on the rail from the latest explosion and toggled his communicator. “The 21st Squadron? I was told I was getting a flight of Arwings, but…Somehow, I was expecting someone else.”

_“No one else is going to be coming, Admiral.”_ Captain Hound answered grimly. _“We’re the replacements. Where do you need us?”_

Fighting off the sinking feeling in his chest, Admiral Howlings took stock of the situation. A glance at the monitor told a very dismal story. “We got jumped by these bastards. They call themselves Primals, Captain. Battle Groups 1 and 3 are almost completely gone. 2 and 4 have fared a bit better, but they’re getting the tar beat out of them.”

_“Understood. You want us to run support?”_

Another klaxon wailed and the _Wardog_ shuddered.

“Shields down to twenty percent, sir!” The weapons officer called out. “Should I give the order to abandon ship?”

The Admiral smashed his teeth together and growled. “That’s a negative, Captain Hound. Your mission is no longer support.”

_“But sir, your shields…”_

“The Hell with our shields!” The Admiral snapped. “We have to stop these Primals here and now, or all of Lylat is going to burn! They didn’t come here to enslave us, they came here to kill us all! Your orders are to fly through this mess and eliminate as many of these sorry bastards as you can. Don’t stop, and don’t let up! Get to their flagship and blast it to scrap. Is that understood, Captain?”

_“…Understood, sir. 21st Squadron, moving to engage!”_

The bridge crew glanced up to the Admiral. For a moment, he expected to see doubt in their eyes. Fear, perhaps.

It warmed his tired heart when he saw only resolve, and nods of agreement. The priority was not to save the ships or the lives in the Fleet. The main objective was to stop the invasion cold.

His warrior spirit reinvigorated, and with a flight of fresh Arwings barreling down into the storm, Admiral Howlings grinned from ear to ear and held up his communicator. “This is Admiral Howlings to all ships still combat capable. We’ve got the 21st Arwing Squadron flying in to mop the floor with these sorry buggers. Lay down covering fire and keep the Primal fleet from getting any ideas!”

The _Wardog_ lurched about and laid in a new course, helping to form a protective corridor with the other ships left in the 7th Fleet for Captain Hound’s team to fly through. The attacks came fiercer because of the maneuver, but amidst the noise of the wailing siren, the Admiral stayed firm.

**_Everyone dies. Not every person lives._**

“Main batteries, light ‘em up. Give it as good as we get!” He called out.

***

There was always something inspiring about a full flight of Arwings going on the attack. It was the way they were flown…not stopping for anything, a good Arwing pilot kept on a straight course for the main objective and blasted everything in his way to dust. That singlemindedness had always been a tremendous psychological weapon…the idea that you couldn’t stop an Arwing, just maybe slow it down.

If you were lucky.

“Course laid in for the Primal flagship.” Ostwind squawked over their radios. “Transmitting the route data. You receiving it?”

Captain Hound looked down to his radar monitor and smiled when Damer’s path appeared as an overlay. It skated through their friendly corridor in the beginning, but it soon got hairy afterwards. The straight course would drive them through the heart of the Primal Fleet until they got to their goal. He thought about questioning it, but thought better of it when Argen Quail let out a whoop and boosted on ahead.

His wingmen had the right idea. Damn the torpedoes, as the saying went…

“Full speed ahead.” He ordered, blazing forward. “Stay close, everyone. We won’t be protected forever.”

Damer and Wallaby took up their positions, following him in. Argen was fast becoming a glowing silhouette ahead of them. Almost immediately, a flight of Primal fighters snuck up into the corridor from beneath the ships and set their bearings on the Arwings.

“Keep to your lasers for now. Safety the Smart Bombs. Fire at will.” Captain Hound advised coolly. He accented the instruction by peppering the lead fighter with a barrage from his single nose hyper laser. The small craft absorbed several hits before succumbing to the slicing blue photonic energy, and fell into pieces. Similar blue darts of energy lanced out from the noses of his wingmen, destroying the first squadron easily.

“Second wave incoming! Hold on, I’ve got a lock!” Argen blurted out. Hound stared through his canopy, and he could just barely make out four blobs of movement ahead of his second in command. A shimmering green ball of laserlight streaked at them from Argen’s nose and vaporized the entire set. “Hoo-wah! Clean sweep, captain!”

“Marvelous.” Captain Hound grunted. “Now get back here. I can’t watch your six if you’re 2000 meters ahead of me.”

“Roger that.” Argen eased up on the thrusters and let the rest of the 21st catch up with him. “You’re no fun at all, you know that?”

“The moment I start treating this like a game instead of a very real threat, we’re all doomed.” Hound checked his radar again. “Okay everyone. We’re about to clear the Fleet’s corridor. As soon as we do, break up in pairs to decrease the chances we’ll get pounded by their capital ship’s turbos. Argen, you’ve got Damer. Wallaby, you’re with me.”

“Sure thing, boss.” Wallaby came back.

“I’ll watch your six, Damer.”

“You worry about your own hide.” Damer snorted. The four Arwings separated into their smaller hunting packs, and passed through the end of the corridor. Their need for haste was punctuated when the last _Valkyrie_ Class attack cruiser finally buckled under the assault from the Primal armada and shattered apart in a wild explosion.

“Scatter!” Hound snapped, and the four Arwings barrel-rolled away from the storm of fiery debris. They still suffered a few hits regardless…And the real fight hadn’t even started. “Blast it…Everyone all right?”

“Just a few dings. I’ll make it.” Wallaby answered shakily.

“We’re still good here, captain.” Damer quipped.

“Good.” Lars Hound felt his surprise evaporate for anger…rage. “Then let’s make these bastards _pay_ for this.”

_“Arwings!!”_ Their radios crackled, and the hiss in the voice of the vox-only transmission left no mistaking that the unpleasant scream was not from their own forces. _“They’ve wiped out two squadrons. All remaining flights, converge and eliminate them!”_

“Gee, you think we pissed ‘em off any?” Argen snorted, rolling in a lazy arc over Captain Hound’s canopy. “I see them on radar. Permission to go balls deep?”

“…We’re clear of the Fleet’s line. Blast them to Hell.” Hound growled.

Inside his cockpit, Argen Quail chuckled to himself and reached down to the weapons panel. He lifted up the plastic cover of the bomb switch, then flicked the lever from standby to active. His HUD chirped, and he sized up the nearest batch of approaching fighters. With the 7th Fleet busy exchanging fire with the Primals’ capital ships, the smaller spacecraft had gone unnoticed. Their design was utilitarian, and a tad unorthodox…They carried two sets of wings, one above the cockpit and another that swept back from the nose and reached even with the rear fuselage. “All right, you sonsabitches.” Argen muttered, taking aim. “Let’s see you outrun this.”

His laserlock tagged the center ship of the formation, and he depressed the bomb trigger with his thumb. The explosive tracked in and detonated, swallowing the mass of Primal fighters in red fire.

“Geez, leave some for the rest of us!” Damer moaned over the intercom. “We’re coming up on the first wave of capital ships, Captain.”

“Roast ‘em as you pass.” Hound reached for his weapons console and flipped another protected switch. Out at the front of his two G-Diffuser pods, a pair of interlinked laser cannons emerged, each as menacing as the one in his Arwing’s nose. “Engage your synchronized hyper lasers. I don’t want to take any chances.”

“You sure, sir?” Damer asked, already powering the Arwing’s secondary capacitors. “I realize they’re rated for extended engagements, but…”

“I know the risks of a blowout as well as you do, Damer.” Hound tightened his grip on his flight stick. He inverted himself and lined up his reticle with the first of the capital ships. The starboard cannons opened fire on him, but he rolled clear and fired wildly. His blue shots crashed against the Primal’s shields, but only managed to shatter the barrier in the last moment before he had to jerk the stick back and pull away to escape crashing into it.

He was just past them when the shots from Wallaby, fast on his heels, finished the job. The hyper lasers cut through the ship’s nose and stitched a devastating path. Small explosions and flickering lights accompanied it, and what was left of the alien cruiser lurched in a disintegrating orbit towards Aquas below.

“That’s one down.” Hound advised. “Argen, Damer, group your shots. These ships have some severe protection. It took four seconds of constant fire to break its barrier…And that was just a small one.”

“Roger that. I’ll try and keep some bombs in reserve for the larger ships.” Damer sighed. He and Argen were 200 yards off to port, cutting their own swath of destruction as quickly as they could. They didn’t stop, however.

The lead Primal ship lingered in the back, taunting them even as it continued to exchange fire with the 7th Fleet’s survivors.

Hound kept a mental tag of its position, and kept on the offensive. A powerful turbolaser grazed past him and left a deep nick in his shield strength, and he brought himself back to focus with a grunt of dismay. “Oh, that’s going to cost you…” He growled, turning on the ship that had landed the blow.

“I’m with you, Cap’n!” Wallaby called over the radio, and a homing laserburst meandered past Hound and right into the ship’s shields. The burst was strong enough that it crashed the shield instantaneously…Hound’s lasers made quick work of it afterwards. “How was that?” The marsupial’s boasting stopped suddenly as a barrage of turbolasers buffeted his forward shields. “Gah!”

Hound traced the path, and located the next attack cruiser down the line. It had gotten a lock on the team’s rookie. “Blast it…Evasive, Wallaby!”

“I’m doing it, I’m doing it!” Wallaby called back shakily. He threw himself into a laser-deflecting barrel roll and looped up and around. “Can you get ‘em off my back?”

“Already on it.” Hound locked onto the attacking ship and launched a homing laser, then a bomb for good measure. By the time the smart bomb detonated, the shields had been overloaded. It emerged from the fireball, but resembled a lump of charcoal more than a ship at the end. Hound relaxed in his seat and turned for Wallaby’s Arwing, letting out a long held breath. “How you holding up, kid?”

“I’ve been better.” Wallaby said shakily. “Those turbolasers can really bake our shields.”

“Something to keep in mind the next time you get cocky.” Hound swiveled his Arwing back on Damer’s attack course. “Can you still keep up with me?”

“It’s just my nerves that are shot. The plane’s fine.” Wallaby rolled left and behind of Captain Hound and steadied himself. “I’m with you, Captain.”

“Hey, you two. Quit lollygagging!” Argen laughed over the intercom. Hound looked to the radar display on his HUD and saw that Argen and Damer were a good 400 yards ahead of them, and getting farther away all the time. “The way you two are flying, I’m doing all the work myself. How many ships is that now, Dame?”

“Five…well, six now.” The squirrel corrected himself. “And stop calling me that. Just remember Argen; we’re not trying to take down the entire armada. We’re only blowing up everything between us and that mothership.”

“And pray that the Fleet can handle the rest.” Captain Hound added grimly, triggering his boosters to catch up with his teammates.

***

“Admiral, they’ve cut a path into the Primal armada!” The radar operator called out exuberantly. “They’re splitting them in half!”

“Give me Fleet status!” Howlings barked, in no mood for chitchat.

“Groups 2 and 4 are taking heavy fire. Group 1 is down to two ships, and…Sir, Group 3 is gone.” The ship’s tactical officer looked up, upset. “There were 10,000 souls in Group 3.”

“Status of _Wardog?”_ Howlings went on, refusing to let himself be bogged down by the toll of this. He had to worry about the living first.

“Shields at twelve…”

Another barrage of missiles crashed into Wardog’s protective field, and new critical warning lights triggered. The weapons officer winced, and corrected himself. “Sorry, _six_ percent…”

The Admiral nodded curtly. “Then we’ve made one Hell of a run, at least. Keep firing everything we have. And patch me through to the Fleet, all ships.”

The bridge crew exchanged glances. At that moment, they all knew they were going to die.

The radio operator looked back down to his console and typed in the last command. He leaned back in his seat, closed his eyes, and began to pray. “You’re live, Admiral.” He concluded quietly.

The Admiral set a hand up to his headset, an old habit from battles long before. “All hands, this is Admiral Howlings. The Arwings have set up an opening. Groups 2 and 1, attack the portside. You should be able to flank them now. Group 4, you have starboard. No matter what happens, don’t stop fighting. Don’t surrender. We are the only things standing between our families and oblivion!”

_“Admiral…”_ Captain Hound’s voice crackled over the radio. He sounded worried. _“Are you going to be all right?”_

“You just complete your mission, soldier.” The Admiral answered gruffly, steadying himself from another explosion.

“Our shields are gone, sir!” The weapons officer cried out in a panic.

The Admiral shut his eyes as the first enemy turbolasers blasted their way through the ship’s protective hull and into the spaces underneath full of people and equipment. “You’re all we have left, Captain. So make…”

Another cruise missile tracked into the _Wardog_ and exploded into the ship’s now unprotected bridge. Mercifully, it was quick. Many others aboard _Wardog_ were not so lucky, as burning laser wounds decompressed deck after deck and sucked its crew into the void.

_Wardog_ ’s power sputtered out moments before the ship’s reactor went critical. One mighty spherical fireball marked the last resting place of the 7th Fleet’s command ship.

And the battle raged on.

***

_“You’re all we have left, Captain. So make…”_

The radio emitted a loud bang, then static, then…Nothing.

Captain Lars Hound felt his heart constrict in pain. They’d taken out _Wardog._

“Cap…They got…” Wallaby started.

“Yeah.” Hound’s hand tightened on the control stick, and he stared at the head ship of the Primal Armada with newfound fire. “I say we gut the bastards. Who’s with me?”

Off and to his left, another Primal attack cruiser was split apart in a fireball. Two Arwings flew through the storm and emerged on the other side unscathed, guns blazing at the next in line.

“I’m with you, Captain.” Lieutenant Quail snarled.

“Same here.” Damer chattered furiously. His tail was probably twitching, Hound thought.

“You don’t need to ask me that. You know the answer.” Wallaby concluded. He was starting to toughen up. The quaver had left his voice, which gave Hound a good feeling. It looked like Wallaby was going to turn out to be a decent pilot after all.

Hound checked the radar. They had traversed the bulk of the Primal armada, suffered attacks by turbolasers, missiles, enemy fighters, and even a few ships who had tried to ram them in their death throes.

It all came down to this.

“We’re breaking clear of the line…It looks like the lead ship decided to pull even farther into the back.” Damer pointed out. Ever the technician, his Arwing slipped behind Hound’s in autopilot while the squirrel busied himself with the scanners that he had spent long weeks tediously installing and maintaining in his spare time. “No wonder…If my sensors are reading the ship right, it’s down to thirty percent.”

“Good news for us.” Argen harrumphed. “Preparing to…”

“Hold on a second.” Damer snapped, silencing the avian hothead. “Shhhh….nuts. That thing has some _serious_ armor plating. Isotronic scan indicates metallurgical composition somewhere around a factor of four greater than what we carry on our Arwings.”

Hound didn’t like hearing that one bit, and they were drawing closer to it by the second. “In other words, we can’t put a dent in it. All right, second option. Weak points?”

“Right. _Every_ massive behemoth we go up against has to have some sort of a weak spot.” Damer muttered, continuing his scans. “It’s not like these guys, who outclass us on firepower and defense, couldn’t make a ship that didn’t have one.”

“I’m praying that you’re smart enough to find something, Damer.” Hound ordered. “So make it quick. Argen, you’re with me. Wallaby, protect Damer while he finishes up.”

Captain Hound and Lieutenant Quail triggered their boosters, and drew closer to the mothership. Hound hit another switch on his console. “Switching to All-Range mode.”

“Copy that.” Argen called back. Their wings swept forward from the streamlined interceptor position to a 90 degree angle, allowing greater maneuverability. “Any advice, chief?”

“Don’t get stupid.” Lars Hound answered. Argen guffawed, and checked his radar. “It’s not launching any fighters.”

“So either it’s saving a nasty surprise for us, or it launched them all already.” Hound mused, starting to charge up a homing shot. “Given the situation, I’d say the second’s more likely.” He checked his radar. “Wallaby, you’ve got four craft coming in at you and Damer.”

“I see them, captain.” Wallaby came back. “Moving to engage.”

“I need a little more time yet.” Damer piped in. “Keep them off my back, Wallaby.”

Hound turned back to the Primal mothership. “All right, Argen. Cover my six, I’m going in.”

“Sure thing.” Argen rolled in behind Captain Hound and steadied his aim. “Let’s end this.”

The two streaked towards the lead ship and were met with a barrage of laserfire from the ship’s defensive turrets. Constant barrel rolls deflected the hailstorm away, and Hound grit his teeth against the dizzying sense of vertigo. “Not this time.” He growled, and heard the distinctive beep of a laser lock. “Firing!”

The bright, densely charged burst of energy swung in unerringly and exploded against the mothership’s shields. A followup barrage of hyper lasers made the deflective barrier glow before it finally collapsed, exposing the ship underneath. “That got him!” Hound’s exuberance was early…not long after, he realized that the ship’s plating had diverted most of his fire.

In response, a portion of the mothership’s armor slid back to reveal a missile bay…which, a second later, launched a storm of projectiles at Captain Hound.

“Breaking right!” Hound shouted, and spun his Arwing away. Most of the missiles skated by without locking on, but two managed to keep pace and stay hot on his thruster wash. “Aah. I think they’ve got me!”

Argen cut in behind him and took out the missiles with a well placed laserburst. “Don’t worry, Captain. I’ve got your back.”

Hound let out his held breath and swerved back around towards the mothership again, spiraling through the laserfire for a second time. “Give me some good news, Damer.”

Back a little ways from the dangerous melee, Damer Ostwind finished his opening scans. “The good news is, Wallaby took care of my attackers. The second bit of good news is, I think you can jam those missile launchers if you beat the tar out of those armored hatch covers.” He pressed a few switches. “I’ve located a few more weapons hatches around that rig. I’m transmitting their coordinates to you now.”

“Suggestions on firepower?”

“I’d use your smart bombs first.” Damer advised. “One of your shots struck the hull after you disabled their shields. Spectrographic analysis indicates that its heavy armor has refractive qualities…but is vulnerable to excess heat.”

“Geez, couldn’t you just say that if we nuked the beast, we could put enough holes into it to make it a sieve?” Argen groaned. “It’s easier!”

“Easier, but incorrect. Smart bombs are not nuclear devices. Completely.” Damer quipped dryly. “One more thing, captain; Though I shouldn’t need to tell you, if they do open up a hatch to fire at you again, their munitions should be vulnerable to weapons fire.”

“You’re right. You didn’t need to tell me that.” Captain Hound remarked, firing a bomb down at the top of the mothership’s arrowlike nose. The explosion of red baked away at the thick coating, flaking the top layers off as if the ship was a biscuit from the oven. “All right, Argen! Gun their asses off!”

“Run n’ gun!” Argen squawked, and charged in with his guns blazing. The weakened section of armor atop the mothership’s bow absorbed shot after shot, and started to glow red hot from the strain.

Wallaby and Damer started to close the gap, and the novice member of the team swooned. “You’re doing it, you’re doing it!”

Hound could see Argen slam his retros to slow his speed down, and his Arwing kept on firing. “Argen, you crazy son of a bitch, you’re going to do it!”

“Was there ever any doubt?” The avian asked smugly between grunts. His finger was flashing over the gun trigger, never stopping, and even slowed, he rolled clear of the frantic laserblasts thrown at him.

Their radios crackled, and a grim, familiar threatening voice returned to them.

_“It’s not over yet, Arwing. Breathe your last.”_

Argen didn’t stop firing, but he did look up in surprise. Just like the rest of his team…

He had been too focused on the glowing, broken section of the mothership’s hull to notice a starboard missile hatch amidship open up, barely a hundred meters from him.

They fired.

“Missiles! Break, Argen! BREAK!” Captain Hound cried out, boosting on to attack the cloud.

Too little too late. The missiles all homed in perfectly and bombarded the attacking Arwing with brutal force. The shields held up for as long as they could in the firestorm, and over the radio, Argen’s teammates were met with the sound of his screams.

“Argen!” Damer shrieked. “No!”

His radar signature remained intact, and when the light died down, the sight hurt them all.

Argen’s Arwing was riddled with impacts and damage. One wing was sheared off, and the other had a gaping hole through it. The G-Diffuser pods were sparking madly, and the shaking from the engines and the severe battle damage around them indicated that the ship was in its dying moments.

Hound swerved about, trying to close the gap between them. “Argen, respond! ARGEN!”

“ **….ssschhzzzzz** ‘ve bee **kzzzzzzzzzzzzz** er…Damn, the **xxzzzchzzzzzzzzz** radio. Syste **chzzzzzzzzz** fried. I’ve g **znchhhhhhhhhhh** eject!” Through the static of the wrecked communication circuits, Argen made his call. Hound felt his heart beat angrily in his chest.

“Damer, Wallaby, covering support NOW!”

The ejection setup of the Arwing was almost never used, but was standard equipment on every one. Even if every electrical system was fried to Hell, the ejection pod, which was composed of the cockpit with some reserve maneuvering thrusters, ran on its own independent circuits. In the event of a critical systems failure, the cockpit’s power grid was immediately severed from the rest of the fighter to preserve emergency system integrity.

That backup did its job exactly like it was supposed to now. The entire cockpit was severed from the dying Arwing with a series of explosive bolts, and then boosted away from the ship. Escape for Argen came none too soon, for his ship exploded beneath him and baked the underside of his tiny protective pod in the void.

Hound exhaled. “Argen! I’m coming to pick you up!”

“I’d a **zzchhh** ciate it.” Argen managed to get out over his failing communicator.

The Primal that had hacked into their radio frequency suddenly let out a cold laugh. _“I told you to breathe your last, Arwing pilot. Oblivion waits.”_

The turbolasers aboard the alien mothership fired again. They didn’t fire at Captain Hound, fast flying in, or the other two, who would soon pose a grim threat.

They fired at the unprotected target…the escape pod crewed by Argen Quail. In a flash of light and vapor from the pressurized atmosphere within, the pod vanished.

A stunned Hound flew by the dust left behind three seconds later.

There was nothing left of his second in command.

Captain Hound’s hearing slipped away, replaced by a dull whine. For a moment, time seemed to slow, and he could make out every turbolaser that tried, but failed, to strike him as he passed the last resting place of his most trusted friend.

Then a noise cut through the dull whine.

The shrill laughter of the Primal who had ordered the destruction of Argen Quail.

Hound felt something rattle in his throat, and didn’t recognize it as a bloodcurdling scream until he was turned about and charging down the throat of the Primal mothership. His wingmen, stunned in their own grief, knew better than to try and get in his way. Instead, they flew in behind him, determined to support his effort. All of them mourned for Argen in the only way that they were allowed to…

They raged, and made ready to burn everything in the universe around them.

***

_Hyperspace (1 hour to Meteo Asteroid Field)_

_“Good morning, sunshine.”_

Terrany felt warm, although not entirely cozy with how she was sitting. Cramped up in a cockpit was no way to get a full night’s sleep, but her mind was muddled and she had no desire to shake herself to full wakefulness. Unfortunately, KIT had other ideas.

_“Hey. McCloud. Get up already.”_

“Mmm-mm.” She growled, shutting her eyes tighter.

_“Oh, want to do this the hard way?”_ KIT scoffed. _“Fine, I can play it hard.”_

The cabin was filled with exactly one second of loud, bass-thumping rock music, and Terrany jerked up with a strangled scream of pain. Silence overtook her, and she cracked an eye open as she pressed her hands against her sensitive ears. “Kit, what the Hell was that for?!”

_“You wouldn’t wake up.”_

“Dr. Bushtail said he’d wake us up. I was waiting for him to…”

“Rise and shine, Seraph Flight.” Dr. Bushtail’s ever chipper voice popped over the radio. “It’s now been four hours, which means it’s time for all of you to wake up.”

Terrany glared with her one opened eye at the diagnostics panel, having nowhere else to look at to be angry with KIT. “Oh, you jerk.”

KIT laughed softly, and mercifully went silent.

The sounds of her wingmates groggily coming to pulled her focus away from the irritating AI.

“Five more minutes.” Milo jokingly mumbled.

“Granger, you’ve got rings around your eyes no matter what you do.” Dana reminded the lackadaisical raccoon. “You can get up with the rest of us.”

“All right, I’m up.” Rourke called. His image that showed in the HUD marked him as tired, but awake. He didn’t even yawn. “Give me a ship status update.”

“All systems running normal.” Terrany watched the ship’s readouts fly by her HUD. “Shields have regenerated.”

“I’m fine here, Rourke.” Milo said, in his usual drawl.

“Outside of a crushed in nose, I’m good.” Dana remarked. “You’re the worst off of all of us, Rourke…how’s your Arwing handling the FTL jump?”

“It’s not a Wolfen, but this paperweight’s holding itself together pretty well. It’s going to need some serious repairs, though. I think they nicked one of the power conduits to the shield generators…I’m only showing 60 percent viability, and we’ve been flying for a while now.” Rourke stretched himself out, and covered a yawn with a grunt. “Damn.” He finished bitterly. “Kit, you’d better have a damn good repair base waiting for us in Meteo.”

_“It should be, if it’s been left alone.”_

Rourke’s image blinked, then frowned. “You mean to tell me, you’ve been leading us away from trouble in the _hopes_ that this base still exists?!”

_“Hey, easy.”_ KIT groused. _“Look. It was there 18 years ago. That’s all I know. The betting odds are good it’s intact and untouched.”_

“Marvelous.” Rourke groaned.

Terrany got a funny feeling in her stomach again, and she looked at the diagnostics panel. KIT finally noticed her watchful gaze.

_“What? Something wrong, McCloud?”_

“Just thinking to myself, is all.”

_“What about?”_

“Well…I mean, I’m 18 years old.”

_“Congratulations.”_ KIT snipped dryly. _“Whaddya want, a medal?”_

“Ease off.” Terrany grumbled. “It just seemed kind of…well, a little coincidental.”

_“You’d be right. It is a coincidence.”_ KIT said icily. _“Any other conspiracy theories you’d like to voice?”_

“…No.” Terrany closed her eyes and leaned back in her seat. “Maybe who you were programmed to fight like, but…I think I’ll sit on that. I’d probably be wrong.”

_“Probably.”_ Her AI concluded cryptically. _“As soon as we hit Meteo, everyone, set your autopilot to follow Terrany. I’ll guide her, and the rest of you, in.”_

“Nothing like flying through a zone of rocks the size of small islands.” Milo remarked with a cackle. “This should be interesting.”

“With all of you around, it usually is.” Wyatt Toad croaked from Transport 1.

***

_Aquas Airspace_

The three surviving Arwings of the 21st Squadron poured a relentless stream of laserfire into the now bright red hot section of hull that Argen had started to diminish. Their combined firepower took a much heavier toll than one Arwing alone, and they had definitely caught the thing’s attention.

Well aware of what had taken them last time, Damer kept his own firing patterns as charged laserbursts. Every so often, another hatch would open and try to launch a barrage of missiles. He silenced every counterattack with a homing shot, catching the missiles only moments after they left the launchers. Most of the launchers were now destroyed, thanks to him…And Wallaby and Captain Hound kept pouring it on.

_“You can’t win, you know that!”_ The Primal that had been goading them snarled. _“All of you will die! DIE!”_

“You first!” Hound screamed back, and the melting hull finally breached.

A terrible explosion took vapor and debris out from the mothership’s gaping wound. The speaker inside the ship howled. _“Turn around! Turn! Don’t let them finish us off!”_

“Damer, cleanup.” Hound ordered. His wingman toggled his mike switch in confirmation and boosted over the slow-moving cruiser’s stern, flying for the breach. “Wallaby…Target the engines.”

_“Impossible!”_ The Primal screamed louder now. _“You’re just three ships! Just THREE!”_

The mothership was now fully turned away in retreat, and its thrusters were exposed.

There hadn’t been a ship yet that had armor plating on its engine exhaust. Hound and Wallaby launched smart bombs simultaneously, and fired into the five-piece array with everything their overtaxed weapons array could take. A maelstrom of blue and red light attacked the glaring jets of flame.

The mothership proved the old adage about the vulnerability of thrusters all too well. Even as Damer widened the gash in the ship’s nose, Hound and Wallaby finally succeeded in destroying the center engine.

And when that one went, the rest went with it in a wild chain reaction, turning the back of the ship into a flaming wreck.

Damer let out a surprised squeak and boosted clear of it. “Pull back! It’s gonna BLOW!”

Hound and Wallaby veered off and dashed clear of the ship. It was sinking towards the blue atmosphere and bluer oceans of Aquas below. Foundering in its last moments, it seemed drawn to a watery grave.

“End of the line, Primals!” Captain Hound shouted angrily. “Your invasion is over, and your armada is wiped out!”

He wasn’t mistaken. Even though the 7th Fleet had dwindled to a total of five ships of the line, there were no other Primal vessels left unbroken or obliterated.

In spite of that, the Primal aboard the mothership who had been the voice of the invading fleet let out a long and wild laugh.

_“Over? OVER?!”_ He scowled, his words as sharp as knives. _“You may have beaten us, but this is not over! We were only the first wave!”_

Hound felt his blood go cold. He turned his head about and stared back at the dying Primal mothership. “You _what?”_

The Primal laughed longer still. _“You misguided fools…The Lord of Flames sees all, and will consume all! We may perish today, but you, and all the rest of your miserable kind will be burned away!”_

The decidedly male voice only had time for one last scream before the Primal mothership went critical and vaporized in a spherical fireball that nearly engulfed the fleeing Damer. He broke free just in time, thanks to one final burst of speed.

The three surviving members of the 21st Squadron formed up and turned for the remnants of what had once been a massive 7th Fleet.

Hound closed his eyes for a long moment, then opened them and relaxed in his harness. His face was drawn, and Damer and Wallaby both knew how he felt. Staring through their canopies, they could see his posture.

“All aircraft…report.” Captain Hound finally managed to speak.

Damer took off his flight helmet and gave his rounded ears a quick flex. “Ostwind. I’m depleted, but alive.”

“Wallaby.” The novice member of the team piped in, all his enthusiasm destroyed. “Captain, I…”

“It’s all right.” Captain Hound interrupted his teammate sadly. “It wasn’t your fault. It was mine.”

“Don’t think like that, captain.” Damer advised his CO. “Argen went out fighting. It’s how he would have wanted it.”

“He would have liked living more, I think.”

Captain Hound toggled his radio to the standard military channel. “7th Fleet, this is the 21st Arwing Squadron. The Primal mothership…is defeated.”

_“Understood, Captain. This is Commander Sheckwood of the_ Dauntless. _For the moment, you’ll be reporting to me.”_

Temporary battle group commander, Hound realized. A necessity, given that Admiral Howlings had gone down with the _Wardog._

“Understood, sir. But, sir?”

_“Yes, Captain Hound?”_

“…Do you think the Primal was right about them only being the first wave?”

Before Commander Sheckwood could muster a response, the alarms in Hound’s Arwing did the speaking for him.

A new set of signals appeared on radar, and as dark specks that blotted out the starry sky behind him.

The second wave.

_“Secure all stations! All ships, prepare for re-engagement!”_ Commander Sheckwood called out frantically. _“Blast it! Just how many ships do they have?!”_

Even as Captain Hound and the rest of his squadron silently turned their ships towards the coming onslaught, and certain death, the answer passed through Captain Hound’s mind, and he dared not say it aloud.

**They have enough ships to kill us all.**

***

_Cornerian Space Command, Corneria City_

The almost total loss of the 7th Fleet had sent everyone in the command center reeling into their own worlds of pain. They had been prepared to treat the entire affair as a sobering lesson, a hard-fought last ditch defense that had stemmed invasion.

Then their systems-wide network of sensors picked up more ships appearing _inside_ the Lylat System.

It was a scramble from there. Their early targets were surprising choices. Smaller sections of the invading fleet, which had called themselves “Primals” from the intel obtained by Admiral Howlings before his demise, broke off and moved towards Venom, Macbeth…the other planets largely responsible for manufacturing and production.

Katina was ignored. Large portions of their sensor grid began to go dark around the areas where the Primal invaders struck, indicating their satellite network was being methodically neutralized.

And it was only minutes later, after frantic calls from the SDF patrols about Lylat went silent, indicating that the attacked planets had been lost...

That a single ship, larger than all the rest visible to their steadily failing electronic eyes, began to set a course for Corneria. General Kagan’s hands gripped his chair so hard that his claws left grooves in the plastic.

It was coming fast.

***

_Meteo Asteroid Field_

Out of warp and into normal space, the four Seraph Arwings and one hulking Rondo class transport reappeared on the outskirts of a region so hazardous that there had never been any real expedition to map it.

“Meteo Asteroid Field.” Milo Granger remarked blithely. “You know, not even the mining consortiums like to go in the interior. Too risky.”

“Which makes it the perfect place to hide a base.” Rourke reminded them all.

_“You would know, wouldn’t you O’Donnell?”_ KIT groused.

Rourke narrowed his eyes. “What’s your problem with me, program?”

“Steady on, you two.” Wyatt Toad croaked, in no mood for infighting. “Remember why we’re here, all right? System in danger? Alien invaders? Repair Arwings?”

When nobody else said anything, Terrany piped in. “All right. Let’s do this. Kit, show me the way. Everyone else, lock onto my signal.”

“Roger.” Dana Tiger confirmed.

“Locked and ready.” Milo drawled.

“…Do it if you’re going to.” Rourke finished bitterly. He obviously was still itching to have a word or two with KIT. Terrany ignored it and shot on ahead, using the map KIT displayed on her HUD, and flying as true a course as she could along the highlighted path the AI had drawn.

Forty minutes and five close calls later, the trail ended with them stranded near to the middle of the rocky miasma, with nothing but rocks above, below, in front of, and around them.

Terrany glanced about and frowned. “Kit, are you sure this is the place?”

_“Positive.”_ KIT answered absentmindedly. He activated the Seraph’s probe sensors, looking for something he didn’t bother describing.

The rest of the team fidgeted in their cockpits, and inside the Transport, Wyatt let out an impatient ribbit. “How much longer is this going to take? And why have we stopped?”

_“We’ve stopped, Toad, because we’ve reached our destination. The base is here.”_ KIT replied.

“What do you mean here?” Rourke snapped. “There IS nothing here! It’s just more rocks!”

KIT laughed a little. _“Geez, O’Donnell. For an ex-space pirate, you sure aren’t that observant. Of course there’s nothing but rocks here. All of them, looking the same, with nothing remarkable about them, and each one thickly packed with enough minerals to prevent a full scan.”_

Terrany caught a motion of something unusual in her HUD display…KIT was transmitting a signal.

_“You see, that’s how they hid it. It’s not the rock that’s important. It’s what’s_ inside _the rock. And if you hollow out one of these babies, you’ve got yourself a Hell of a lot of room to piss around in.”_

The asteroid in front of them resembled a potato in shape, and bulged at five miles long and three miles wide in the middle.

A large set of hatches suddenly appeared in the stone, and began to slide open. A gaping black maw within the asteroid beckoned them, a mouth that led to Heaven, Hell, or somewhere in between.

_“Well, I guess the garage door still works.”_ KIT finished smugly.

Terrany stared at the sight, and broke out of her trance only when Milo whistled over the intercom. “Hey, Terrany, you awake?”

“Huh? Oh, yeah. Sorry. I lost focus for a minute.” She shook her head, and reached down to the general systems panel. “Turn your running lights on. It might be dark in there.”

“A secret abandoned base in the middle of an asteroid? I’d bet on it.” Dana agreed with a grumble.

“We’re right behind you four. Don’t do anything crazy now.” Wyatt urged the team.

“No more than usual.” Terrany mused, earning a chortle from the rest of Seraph Flight. She didn’t know what to expect, but KIT had at least held up his end. He’d given them a base.

Now it was just a matter of whether or not they could make repairs and launch again…

Before the Lylat System was lost forever.


End file.
